EXHIBIT
10.16




DATE OF
LEASE EXECUTION: ____________________, 2005




ARTICLE
I


REFERENCE
DATA




1.1 SUBJECTS
REFERRED TO:




Each
reference in this Lease to any of the following subjects shall be construed to
incorporate the data stated for that subject in this Section 1.1:




LANDLORD:
              
              CambridgePark 125
      Realty Corporation, a Delaware corporationMANAGING
      AGENT:
              
              Spaulding and Slye
      LLCLANDLORD'S
      & MANAGING AGENT'S ADDRESS:
              
              Spaulding
      and Slye LLC
                150
      CambridgePark Drive
                Cambridge,
      MA 02140
                Attn:
      Chief Financial OfficerLANDLORD'S
      REPRESENTATIVE:
              
              John M.
    KaneTENANT:
              
              Innovative Drug
      Delivery Systems, Inc., a Delaware corporationTENANT'S ADDRESS
      (FOR NOTICE
      AND BILLING):
              
              Innovative
      Drug Delivery Systems, Inc.
                125
      CambridgePark Drive
                Cambridge,
      MA 02140With
      a copy of notices only to:
              
              Mintz
      Levin Cohn Ferris Glovsky and Popeo, P.C.
                One
      Financial Center
                Boston,
      MA 02111
                Attn:
      Stuart A. Offner, Esq.TENANT'S
      REPRESENTATIVE:
              
              Daniel
  CarrBUILDING:
              
              The building located
      at 125 CambridgePark Drive, Cambridge, Massachusetts.LOT:
              
              The parcel of land
      on which the Building is located and described in Exhibit A.PREMISES:
              
              The space located on
      the first (1st)
      floor of the Building as shown on Exhibit B.  
  RENTABLE
      FLOOR AREA OF THEPREMISES:
                
                Approximately 3,131
      rentable square feetTOTAL RENTABLE FLOOR
      AREA OF THE BUILDING:
                
                Approximately
      183,920 rentable square feetSCHEDULED TERM
      COMMENCEMENT DATE:
                
                May 1,
  2005LEASE
      TERM OR TERM:
                
                Commencing on the
      Teri Commencement Date as defined in Section 3.1 hereof and continuing for
      three (3) years thereafter, plus the partial month at the beginning of the
      Term, if any, unless sooner terminated as provided herein.ANNUAL
      RENT:
                
                $26.10 per square
      foot of Rentable Floor Area of the Premises, or $6,809.93 per calendar
      month, and proportionally at such rate for any partial month (net of
      Tenant's charges for electrical consumption in the Premises).BASE
      ANNUAL ELECTRICITY CHARGE:
                
                $1.25
      per square foot of Rentable Floor Area of the PremisesBASE
      ANNUAL OPERATING COSTS:
                
                All
      of Landlord's Operating Costs for calendar year 2005.TENANT'S
      PROPORTIONATE SHARE:
                
                1.70%PERMITTED
      USES:
                
                Office
      Uses and all uses customarily or incidentally related thereto, including
      but not limited to photocopying, conference center, mailroom and pantries,
      and for no other purpose.COMMERCIAL
      GENERAL LIABILITY INSURANCE:
                
                $1,000,000
      bodily injury, property damage for single occurrence; $2,000,000 annual
      aggregate; $5,000,000 per single occurrence and $5,000,000 per aggregate
      of excess or umbrella liability insurance.BROKER:
                
                Spaulding
      and Slye Colliers International  2
  SECURITY
      DEPOSIT:
                  
                  $20,938.00TENANT'S
      PARKING ACCESS CARDS:
                  
                  A total of 9 (the
      "Base Cards"), 3 of which are for spaces located in the lot behind the
      Building (the "Blue Lot") and 6 of which are for spaces located in the lot
      behind 100 & 150 CambridgePark Drive (the "Red Lot"); together with 3
      additional cards for spaces located in the Red Lot (the "Additional
      Cards"), at Tenant's request, subject to availability, provided that
      Landlord shall have the right to terminate any or all of the Additional
      Cards upon thirty (30) days prior notice to Tenant.PARKING
      CHARGES:
                  
                  No charge for the
      Base Cards, and $100 per month for each Additional
  Card.








1.2 EXHIBITS.




The
exhibits listed below in this section are incorporated in this Lease by
reference and are to be construed as part of this Lease:




EXHIBIT A
            Description of
      LotEXHIBIT B
            Plan showing
      Premises.EXHIBIT C
            Landlord's
      WorkEXHIBIT D
            Landlord's
      ServicesEXHIBIT E
            Rules and
      Regulations




3





TABLE OF
CONTENTS




ARTICLE I
              REFERENCE
    DATA
              11.1
              SUBJECTS REFERRED
      TO:
              11.2
              EXHIBITS
              3ARTICLE II
              PREMISES AND
      TERM
              62.1
              DESCRIPTION OF
      PREMISES
              62.2
              TERM
              6ARTICLE
III
              CONSTRUCTION
              63.1
              TERM COMMENCEMENT
      DATE
              63.2
              DELIVERY OF
      PREMISES
              73.3
              PREPARATION OF
      PREMISES; PERFORMANCE OF LANDLORD WORK
              73.4
              GENERAL PROVISIONS
      APPLICABLE TO CONSTRUCTION
              83.5
              ALTERATIONS AND
      ADDITIONS
              83.6
              REPRESENTATIVES
              9ARTICLE IV
              RENT
              94.1
              ANNUAL
RENT
              94.2
              ANNUAL OPERATING
      COST ESCALATION
              94.3
              ESTIMATED ANNUAL
      OPERATING EXPENSE ESCALATION PAYMENT
              134.4
              ELECTRICITY
              134.5
              CHANGE OF FISCAL
      YEAR
              144.6
              PARKING
      CHARGES
              144.7
              PAYMENTS
              15ARTICLE V
              LANDLORD'S
      COVENANTS
              155.1
              LANDLORD'S COVENANTS
      DURING THE TERM
              155.1.1
              Building
      Services
              155.1.2
              Additional Building
      Services
              155.1.3
              Repairs
              155.1.4
              Tenant
      Directory
              155.1.5
              Food
    Service
              165.1.6
              Quiet
      Enjoyment
              165.2
              INTERRUPTIONS
              16ARTICLE VI
              TENANT'S
      COVENANTS
              176.1
              TENANT'S COVENANTS
      DURING THE TERM
              176.1.1
              Tenant's
      Payments
              176.1.2
              Repairs and Yielding
      Up
              176.1.3
              Occupancy and
      Use
              176.1.4
              Rules and
      Regulations
              186.1.5
              Safety
      Appliances
              186.1.6
              Assignment and
      Subletting
              186.1.7
              Indemnity
              206.1.8
              Tenant's and
      Landlord's Insurance
              206.1.9
              Tenant's Worker's
      Compensation Insurance
              216.1.10
              Landlord's Right of
      Entry
              216.1.11
              Loading
              226.1.12
              Landlord's
      Costs
              22
  4
  6.1.13
              Tenant's
      Property
              226.1.14
              Labor or
      Materialmen's Liens
              226.1.15
              Changes or
      Additions
              226.1.16
              Holdover
              226.1.17
              Security
              236.1.18
              Tenant Financial
      Statements
              23ARTICLE VII
              DAMAGE AND
      DESTRUCTION; CONDEMNATION
              237.1
              FIRE OR OTHER
      CASUALTY
              237.2
              EMINENT
    DOMAIN
              25ARTICLE
    VIII
              RIGHTS OF
      MORTGAGEE
              268.1
              PRIORITY OF
      LEASE
              268.2
              RIGHTS OF MORTGAGE
      HOLDERS; LIMITATION OF MORTGAGEE'S LIABILITY
              268.3
              INTENTIONALLY
      OMITTED
              278.4
              NO PREPAYMENT OR
      MODIFICATION, ETC.
              278.5
              NO RELEASE OR
      TERMINATION
              278.6
              CONTINUING
      OFFER
              27ARTICLE IX
              DEFAULT
              289.1
              EVENTS OF
      DEFAULT
              289.2
              TENANT'S OBLIGATIONS
      AFTER TERMINATION
              29ARTICLE X
              MISCELLANEOUS
              3010.1
              NOTICE OF
      LEASE
              3010.2
              (Intentionally
      Omitted)
              3010.3
              NOTICES FROM ONE
      PARTY TO THE OTHER
              3010.4
              BIND AND
    INURE
              3010.5
              NO
    SURRENDER
              3010.6
              NO WAIVER,
    ETC
              3110.7
              NO ACCORD AND
      SATISFACTION
              3110.8
              CUMULATIVE
      REMEDIES
              3110.9
              LANDLORD'S RIGHT TO
      CURE
              3110.10
              ESTOPPEL
      CERTIFICATE
              3210.11
              WAIVER OF
      SUBROGATION
              3210.12
              ACTS OF
GOD
              3210.13
              BROKERAGE
              3210.14
              SUBMISSION NOT AN
      OFFER
              3310.15
              APPLICABLE LAW AND
      CONSTRUCTION
              3310.16
              AUTHORITY OF
      TENANT
              33ARTICLE XI
              SECURITY
      DEPOSIT
              34





5





ARTICLE
II


PREMISES
AND TERM




2.1 DESCRIPTION
OF PREMISES.




Subject
to and with the benefit of the provisions of this Lease, Landlord hereby leases
to Tenant, and Tenant leases from Landlord, Tenant's Premises in the Building,
excluding exterior faces of exterior walls, the common facilities area and
building service fixtures and equipment serving exclusively or in common other
parts of the Building. Tenant's Premises, with such exclusions, is hereinafter
referred to as the Premises.




Tenant
shall have, as appurtenant to the Premises, the right to use in common with
others entitled thereto: (a) common walkways, driveways, hallways, lobbies,
ramps, loading docks and stairways located in the Building or on the parcel on
which the Building is located (the "Lot"), (b) building service fixtures and
equipment serving the Premises including passenger and freight elevators, (c)
the parking facility on a first-come, first-served basis in the location from
time to time designated by Landlord, Tenant's use not to exceed the number of
Tenant's Parking Access Cards, 3 of which shall be located in the Blue Lot
behind the Building and the remainder of which shall be located in the Red Lot
across the street from the Building provided that Tenant's guests may use
available parking spaces in the Red Lot on a first-come first-served basis, and
(d) if the Premises include less than the entire Rentable Floor Area of any
floor, the common toilets in the central core area of such floor. Such rights
shall be always subject to the Rules and Regulations set forth in Exhibit E,
attached hereto and incorporated herein by reference, as the same may be amended
by the Landlord from time to time and such other reasonable written Rules and
Regulations from time to time established by the Landlord by suitable notice to
Tenant, which Rules and Regulations shall be uniformly enforced in a
non-discriminatory manner, and to the right of the Landlord to designate and
change from time to time such areas, facilities, fixtures and
equipment.




2.2 TERM.




To have
and to hold for a period (the "Term") commencing on the Term Commencement Date
(as defined in Section 3.1 hereof) and continuing for the Term, unless sooner
terminated as provided herein.




ARTICLE
III


CONSTRUCTION




3.1 TERM
COMMENCEMENT DATE.




The Term
of this Lease shall commence on, and the Telin Commencement Date shall be, the earlier
of (a) the date on which Landlord has substantially completed Landlord's Work as
set forth in Section 3.3 below; or (b) the date on which Tenant commences
beneficial use of the Premises. Tenant shall, in all events, be treated as
having commenced beneficial use of the Premises when it begins to move into the
Premises furniture and equipment for its regular business operations. There
shall be no charge for Tenant's reasonable use of the Building's freight
elevators during normal business hours in connection with Tenant's
move-in.




6




As soon
as may be convenient after the Term Commencement Date has been determined,
Landlord and Tenant agree to join with each other in the execution, in
recordable form, of a written Declaration in which the Term Commencement Date
and specified term of this Lease shall be stated.




3.2 DELIVERY OF
PREMISES.




Tenant
acknowledges that Tenant has had an opportunity to inspect the Premises. Except
as set forth hereinafter, the Premises, shall be delivered to Tenant As Is,
Where Is, with all faults and without representation, warranty or guaranty of
any kind by Landlord to Tenant, except as expressly provided herein. Landlord
represents and warrants that, as of the date hereof, there are no violations of
laws with respect to the Premises, the Building or the Lot and, as of the
Commencement Date, all Building systems serving the Premises shall be in good
working order and condition and in compliance with all laws. Prior to the Term
Commencement Date, Landlord shall perform the work, if any, identified in
Exhibit C ("Landlord's Work") attached hereto and incorporated herein and the
Premises shall be delivered in broom clean condition.




Tenant
shall pay an amount equal to all out-of-pocket costs incurred by Landlord as a
result of any change orders signed by Tenant and Landlord affecting Landlord's
Work, which change orders shall specify the amount chargeable to Tenant on
account of such change. Amounts due and payable on account of such change orders
shall be paid by Tenant to Landlord within five (5) days after Landlord's
invoice to Tenant therefor.




Landlord
will not approve any construction, alterations, or additions requiring unusual
expense to readapt the Premises to nominal office use on lease termination or
increasing the cost of construction, insurance or taxes on the Building or of
Landlord's services called for by Section 5.1 unless Tenant first gives
assurances acceptable to Landlord that such readaptation will be made prior to
such termination without expense to Landlord and makes provisions acceptable to
Landlord for payment of such increased cost. Landlord will also disapprove any
alterations or additions requested by Tenant which will delay completion of the
Premises. Tenant's construction, installation of furnishings, and later changes
or additions shall be coordinated with any work
being performed by Landlord in such manner as to maintain harmonious labor
relations and not to damage the Building or Lot or interfere with Building
operations.




3.3 PREPARATION
OF PREMISES; PERFORMANCE OF LANDLORD WORK.




Landlord
agrees to use reasonable efforts to substantially complete Landlord's Work as
soon as practicable, subject to delays beyond Landlord's reasonable control and
delays caused by Tenant, but in any event, before June 1, 2005 (subject to
extension for delays caused by Tenant). The Premises shall be deemed ready for
occupancy on the date on which Landlord's Work is substantially completed as
certified by Landlord's architect, with the exception of minor items which can
be fully completed without material interference with Tenant and other items
which because of the season or weather or the nature of the item are not
practicable to do at the time, provided that none of said items is necessary to
make the Premises tenantable for the Permitted Uses; provided, however, that if
Landlord is unable to complete construction due to delay in Tenant's compliance
with any of the provisions hereof or due to other delays caused by Tenant
(including, without limitation, any changes to Landlord's Work requested by
Tenant), then the Premises
shall be deemed ready for occupancy no later than the Scheduled Term
Commencement Date.




7




3.4 GENERAL
PROVISIONS APPLICABLE TO CONSTRUCTION.




All
construction work required or permitted by this Lease, whether by Landlord or by
Tenant, shall be done in a good and workmanlike manner and in compliance with
all applicable laws and all lawful ordinances, regulations and orders of
governmental authority and insurers of the Building and the Lot. Either party
may inspect the work of the other at reasonable times and promptly shall give
written notice of observed defects. Landlord's obligations under Sections 3.2
and 3.3, if any, shall be deemed to have been perfoiuied when Tenant commences
to occupy any portion of the Premises for the Permitted Uses except for items
which are incomplete or do not conform with the requirements of Section 3.1 and
as to which Tenant shall in either case have given written notice to Landlord
within three (3) weeks after such commencement. If Tenant shall not have
commenced to occupy the Premises for the Permitted Uses within thirty (30) days
after the Term Commencement Date, a certificate of completion by a licensed
architect or registered engineer shall be conclusive evidence that Landlord has
performed all such obligations except for items stated in such certificate to be
incomplete or not in conformity with such requirements. Tenant acknowledges that
the Building may be undergoing substantial renovation during the Term of the
Lease.




3.5 ALTERATIONS
AND ADDITIONS.




This
Section 3.5 shall apply before and during the Tem'. Tenant shall not make any
alterations and additions to the Premises except in accordance with plans and
specifications first approved by Landlord; provided, however, that tenant shall
not be required to obtain Landlord's consent orprepare plans and specifications for such alterations which are
decorative in nature and do not affect the structure of the Premises or the
Building systems and which do not exceed in any twelve (12) month period a cost
of $5,000. In no event shall any alterations or additions be considered or
approved by Landlord which (a) involve or affect any structural or exterior
element of the Building or building mechanical, electrical or plumbing systems,
including the common facilities of the Building, or (b) require unusual expense
to readapt the Premises to normal office use on Lease termination or increase
the cost of construction or of insurance or taxes on the Building or the Lot.
All alterations and additions shall become a part of the Premises, unless and
until Landlord, at its option, shall specify the same for removal pursuant to
Section 6.1.2 at the time of Tenant's request for Landlord's consent. All of
Tenant's alterations and additions and installation and delivery of telephone
systems, furnishings, and equipment shall be coordinated with any work being
performed by Landlord and shall be performed in such manner, and by such persons
as shall maintain harmonious labor relations and not cause any damage to the
Building or interference with Building construction or operation and, except for
installation of furnishings, equipment and telephone systems, and except as
otherwise expressly set forth herein, shall be performed by general contractors
first approved by Landlord, which approval shall not be unreasonably withheld,
conditioned or delayed. Before commencing any work Tenant shall: secure all
licenses and permits necessary therefor; deliver to Landlord a statement of the
names of all its contractors and subcontractors (the identity of which must have
been previously approved by Landlord as hereinabove contemplated) and the
estimated cost of all labor and material to be furnished by them; and cause each
contractor to carry (i) worker's compensation
insurance in statutory amounts covering all the contractor's and subcontractor's
employees and (ii) comprehensive public liability insurance with such limits as
Landlord may reasonably require, but in no event less than a combined single
limit of $1,500,000 (all such insurance to be written by companies approved by
Landlord and insuring Landlord and Tenant as well as the contractors), and to
deliver to Landlord certificates of all such insurance. Tenant agrees to pay
promptly when due, and to defend and indemnify Landlord from and against, the
entire cost of any work done on the Premises by Tenant, its agents, employees or
independent contractors, and not to cause or permit any liens for labor or
materials performed or furnished in connection therewith to attach to the
Building or the Lot and immediately to discharge any such liens which may so
attach.




8




In
connection with the installation of telecommunication equipment by Tenant, such
installation shall occur only in such locations and in such a manner as
reasonably approved in writing by the Landlord and none of such wires, ducts or
equipment shall be located in areas outside the Premises (provided, however,
that Tenant may install wires and cables in risers and ducts outside the
Premises which are in existence on the date of this Lease and for which there
exists, in Landlord's sole discretion, adequate space for Tenant's wires and
cables). Notwithstanding any other provision of this Lease, telecommunication
wires, ducts or equipment shall be removed by Tenant at the expiration of the
Terra or earlier termination of this Lease, unless otherwise approved by
Landlord in writing, and all damage caused by such removal repaired. Telephone
switches, antennae, electronic distribution boxes and similar equipment shall
only be located within the Premises. Landlord shall not be liable for any loss,
damage or interruption of service related to such facilities unless caused by
the negligence of Landlord, Landlord's agents, contractors or employees
("Landlord Parties").





3.6 REPRESENTATIVES.




Each
party authorizes the other to rely in connection with their respective rights
and obligations under this Article III upon approval and other actions on the
party's behalf by Landlord's Representative in the case of Landlord or Tenant's
Representative in the case of Tenant or by any person designated in substitution
or addition by notice to the other party.




ARTICLE
IV


RENT





4.1 ANNUAL
RENT.




Tenant
agrees to pay rent to Landlord without any offset or reduction whatsoever
(except as made in accordance with the express provisions of this Lease), the
Annual Rent in equal monthly installments in advance on the first day of each
calendar month included in the Term after the Term Commencement Date; and for
any portion of a calendar month at the beginning or end of the Term, at the
proportionate rate payable for such portion, in advance.




4.2 ANNUAL
OPERATING COST ESCALATION.




In
addition to Annual Rent, Tenant shall pay to Landlord as additional rent,
Tenant's Proportionate Share of Annual Operating Costs (as hereinafter defined)
which is in excess of Base Annual Operating Costs ("Tenant's Escalation
Payment"). Tenant's Proportionate Share of Annual
Operating Costs shall be determined by multiplying Annual Operating Costs by a
fraction, the numerator of which is the Rentable Floor Area of the Premises and
the denominator of which is the Total Rentable Floor Area of the Building (which
is equal to one and seven-tenths percent (1.7%)). In the event that the Building
is not fully occupied, such Annual Operating Costs shall be adjusted to reflect
the costs which would be incurred if the Building were 95%
occupied.




9




Annual
Operating Costs shall mean the actual expenses paid or incurred by Landlord in
the operation, maintenance and management of the Building and Lot and all real
estate taxes and assessments, general or special, ordinary or extraordinary,
foreseen or unforeseen, imposed upon the Building and Lot and any future
improvement of whatever kind thereto or thereon. Annual Operating Costs shall
include without limitation:




(a) real estate
taxes on the Building and Lot and off-site parking areas; (b) assessments
for public betterment or public improvements; (c) expenses of any proceedings
for abatement of taxes and assessments with respect to any fiscal year or
fraction of a fiscal year; (d) service, repair, replacement and other
maintenance to the Building and Lot and components thereof; (e) wages and
salaries (and taxes and other charges imposed upon employers with respect to
such wages and salaries) and fringe benefits and worker's compensation insurance
premiums paid to persons employed by the Landlord for rendering service in the
operation, maintenance, and repair of the Building and Lot and related
facilities and off-site parking areas and amenities; (f) cost of independent
contractors hired for the operation, maintenance and repair of the Building and
Lot and related facilities and amenities (which payments may be to affiliates of
Landlord provided the same are at reasonable rates consistent with the type of
occupancy and the services rendered); (g) costs of electricity, steam, water,
fuel, heating, lighting, air conditioning, sewer, and other utilities chargeable
to the operation and maintenance of the Building and Lot net of tenant's
electric (exclusive of any excessive charges attributable to Landlord's portion
of the Building for other tenants); (h) cost of insurance including insurance
deductible for and relating to the Building and the Lot, including fire and
extended coverage (or such greater coverages as Landlord may elect to carry),
elevator, boiler, sprinkler leakage, water damage, public liability and property
damage, plate glass, and rent protection; (i) costs of supplies; (j) costs of
window cleaning, janitorial services, security services, landscaping, snow and
ice removal and painting; (k) sales or use taxes on supplies and services; (1)
reasonable consulting, accounting fees, legal, tax appeal, engineering and other
professional fees and expenses; (m) commercially reasonable management fees; (n)
contributions, costs or expenses related to common areas or facilities and
off-site parking areas of any office park or development of which the Building
or Lot are a part, (o) alterations and improvements to the Building and Lot
which are not capital in nature made by reason of any requirement of any
insurance underwriters or any federal, state, or local statutes, regulations,
ordinances, or any other duly constituted public authorities having jurisdiction
over the Building and Lot which requirement is first applicable after the Term
Commencement Date; and (p) all ordinary maintenance, repair, cleaning and
operation costs accounted with providing food services in accordance with
Section 5.1.5 and (q) without limiting any of the foregoing, any other expense
or charge which, in accordance with sound accounting and management principles
generally accepted, would be construed as an operating expense. The teini
Operating Costs shall not include the interest and amortization on mortgages for
the Building and Lot or leasehold interests therein; any charge for
depreciation; leasing commissions or legal fees for the negotiation and
enforcement of leases; and the
cost of special services rendered to tenants (including Tenant) for which a
special charge is made.





10




In the
event Landlord shall make a capital expenditure for Essential Capital
Improvements, as hereinafter defined, during any year, the annual amortization
of such expenditure (determined by dividing the amount of the expenditure by the
useful life of the improvement, as determined by Landlord), together with
interest at the greater of the Prime Rate prevailing plus 2% or Landlord's
actual borrowing rate for such Essential Capital Improvements shall be deemed
part of Annual Operating Costs for each year of such useful life. As used
herein, "Essential Capital Improvement" means any of the following:




(i) a labor
saving device, energy saving device or other installation, improvement or
replacement which reduces Operating Costs as referred to above, whether or not
voluntary or required by governmental mandate; or




(ii) an
installation, change, improvement, addition, alteration, or removal of any
architectural barriers, whether or not the foregoing are structural in nature,
made by reason of any governmental requirement first applicable after the Term
Commencement Date if such governmental requirement is or will be applicable
generally to similar office buildings; or




(iii) an
installation or improvement which directly enhances the health or safety of
tenants in the Building generally, whether or not voluntary or required by
governmental mandate (as for example, without limitation, for life safety or
security).




Operating
Costs shall also not include the following expenses:




(i) all
income, estate, succession, inheritance, transfer, franchise, gains, recording,
capital stock, excise, excess profits, gift, mortgage, occupancy, rent, foreign
ownership or control, payroll or stamp tax of Landlord or any superior party,
provided that any such tax or assessment hereafter imposed in whole or in part
in substitution for real estate taxes and/or assessments currently imposed by
any governmental authority shall be included in real estate taxes, but only to
the extent that the same would be payable if the Land and the Building were the
only property of Landlord;




(ii) any
penalties or late charges imposed against Landlord or any superior party
with respect to real estate taxes;




(iii) any
refunds received by Landlord for real estate taxes on account of a tax abatement
relating to the Lease Teilli;




(iv) the cost
of capital improvements or depreciation thereof except as specified
above;




(v) repairs
or restoration necessitated by fire or casualty or condemnation to the
extent that Landlord receives insurance or condemnation proceeds with respect
thereto;




(vi) leasing
and brokerage commissions, advertising and promotional expenses,
charitable and political contributions;




11




(vii) payments
under any ground or underlying lease;




(viii) the cost
of installations and decorations incurred in connection with preparing space for
any tenant or other occupant;




(ix) costs and
expenses relating to any retail, residential, garage, restaurant, storage space,
or any specialty service such as an observatory, broadcasting facilities, child
care center, cafeteria, conference center, luncheon club, athletic or
recreational club in the Building or at the Property except as specified
above;




(x) any bad
debt loss, rent loss or reserves for bad debts or rent loss;




(xi) the cost
of acquiring, leasing, installing, maintaining, protecting or restoring works of
art;




(xii) fines,
penalties or interest resulting from the violation by Landlord of any applicable
legal requirements or late payment by Landlord of any obligation;




(xiii) costs
incurred with respect to a sale or transfer of all or any portion of the
Building, the Lot or any interest therein or in any person of whatever tier
owning an interest therein;




(xiv) financing
and refinancing costs in respect of any mortgage placed upon the Building or the
Lot, including points and commissions and legal and professional fees in
connection therewith;




(xv) the cost
of any judgment,settlement or arbitration award resulting from any tort liability of
Landlord;




(xvi) costs and
expenses of treating, removing, disposing, monitoring or testing of 'any
hazardous substances in the Building or at the Lot which are required by
applicable law or regulation to be so treated, removed, disposed of monitored or
tested whether in place or in connection with any future construction or
alteration, except as the result of Tenant's negligence, willful misconduct, or
breach of applicable law or regulation by Tenant, or any employee, agent,
contractor, subcontractor, subtenant, invitee or other party for whom Tenant is
legally responsible;




(xvii) costs
incurred in connection with the acquisition or sale of air rights, transferable
development rights, easements or other real property interests;




(xviii) any
insurance costs in excess of those that are customary for first-class office
buildings located in Cambridge, Massachusetts;




(xix) lease takeover, take-back, recapture,
sublease or relocation costs incurredby Landlord in connection with leases,
tenants or otheroccupants in the Building;




12




(xx) lease
payments for rented equipment, the cost of which equipment would constitute a
capital expenditure if the equipment were purchased unless the cost of the
equipment would be included in Operating Costs as specified above;




(xxi) services
performed for any tenant of the Building, whether at the expense of Landlord or
such tenant, to the extent that such services are in excess of the services
which Landlord is required to furnish to Tenant under this Lease or furnished
directly to such tenant; and




(xxii) costs
incurred in connection with the making of repairs which are the obligation of
another tenant or occupant of the Building.





4.3 ESTIMATED
ANNUAL OPERATING EXPENSE ESCALATION PAYMENT.




If, with
respect to any fiscal year or fraction thereof during the Term, commencing on
January 1, 2006, Landlord estimates that Tenant will be obligated to pay
Tenant's Escalation Payment, then Tenant shall pay, as additional rent, on the
first day of each month of such fiscal year and each ensuing fiscal year
thereafter, an estimate equal to 1/12th of Tenant's Escalation Payment for the
respective fiscal year ("Estimated Monthly Operating Cost Payments"), with an
appropriate additional payment or refund to be made within 30 days after
Landlord's Statement (as hereafter defined) is delivered to Tenant. Landlord may
adjust such Estimated Monthly Operating Cost Payment from time to time and at
any time during a fiscal year, and Tenant shall pay, as additional rent, on the
first day of each month following receipt of Landlord's notice thereof, the
adjusted Estimated Monthly Operating Cost Payment.




As soon
as practicable after the end of each fiscal year ending during the Tenn and as
soon as practicable after lease teunination, Landlord shall render a statement
("Landlord's Statement") in reasonable detail and according to usual accounting
practices certified by Landlord and showing for the preceding fiscal year or
fraction thereof, as the case may be, Landlord's Annual Operating Costs,
Tenant's Proportionate Share thereof, and Tenant's Escalation Payment, as
defined above. By notice given to Landlord no later than one hundred twenty
(120) days after Landlord's delivery of Landlord's Statement to Tenant, Tenant
shall have the right to audit Landlord's books and reports relating thereto, at
Tenant's expense, during normal business hours, such right exercisable by notice
to Landlord given within such one hundred twenty (120) day period. To the extent
such audit discloses errors in Landlord's Statement an appropriate adjustment
shall be made and if such adjustment exceeds 5% of the charges payable under
this Lease for the period in question, the Landlord shall pay for the reasonable
cost of the audit.




4.4 ELECTRICITY.




Tenant
will be billed for electricity for Tenant's lights and outlet consumption on a
monthly basis based on an annual estimate of $1.25 per rentable square foot
(which amount may be adjusted by Landlord, from time to time, to reflect
increases in the actual out-of-pocket electrical costs to the Building). Should
the actual average expense to Landlord per square foot for Tenant's electricity
be different, an additional charge or a credit will be made within sixty (60)
days following the end of each year's occupancy to be paid with or credited
against the next monthly charge for Tenant's electricity. Notwithstanding the
foregoing, Landlord reserves the right to
assess Tenant's charge for electricity based on an engineer's survey of Tenant's
electrical usage conducted from time to time or on the sub-metering of all or
part of the Premises. Such charges for Tenant's electricity shall be paid by
Tenant as additional rent at the same time and in the same manner as payments of
Annual Rent.




13




Tenant
covenants and agrees that its use of electric current shall not exceed 4.0 watts
per square foot of usable floor area and that its total connected lighting load
will not exceed the maximum load from time to time permitted by applicable
governmental regulations. In the event Tenant introduces into the Premises
personnel or equipment which overloads the capacity of the Building's electrical
system or in any other way interferes with the system's ability to perform
properly, supplementary systems including check meters may, if and as needed, at
Landlord's option, be provided by Landlord, at Tenant's expense. Landlord shall
not in any way be liable or responsible to Tenant for any loss or damage or
expense which Tenant may sustain or incur if, during the Term of this Lease,
either the quantity or character of electric current is changed or electric
current is no longer available or suitable for Tenant's requirements due to a
factor or cause beyond Landlord's control.




Landlord
reserves the exclusive right to provide electric and other utility service to
the Building. Tenant may request permission from Landlord (which consent may be
withheld in its sole discretion) to arrange electric and other utility service
exclusively serving the Premises. Should such permission be granted, however,
such service shall be installed only in such locations and in such manner as
shall be specifically approved by Landlord in its sole discretion, Tenant shall
be responsible for restoration of any damage caused by such installation and
Tenant shall be responsible for removal of such installations at the termination
of this Lease. Landlord may limit Tenant's choice of electrical or other utility
providers in order to avoid proliferation of such services to the Building or
for any other reason. In no event, however, shall Landlord be responsible for
any damages or inconvenience caused by interruption in or poor quality of
electricity or other utility services provided to the Building or the Premises
unless such damages are caused by the negligence of Landlord, its agents or
employees.




4.5 CHANGE OF
FISCAL YEAR.




Landlord
shall have the right from time to time to change the periods of accounting under
Section 4.2 to any annual period other than a calendar year, and upon any such
change all items referred to in Section 4.2 shall be appropriately apportioned.
In all Landlord's Statements rendered under Section 4.2, amounts for periods
partially within and partially without the accounting periods shall be
appropriately apportioned, and any items which are not determinable at the time
of a Landlord's Statement shall be included therein on the basis of Landlord's
estimate, and with respect thereto Landlord shall render promptly after
determination a supplemental Landlord's Statement, and appropriate adjustment
shall be made according thereto. All Landlord's Statements shall be prepared on
an accrual basis of accounting.




4.6 PARKING
CHARGES.




Tenant
shall pay all Parking Charges as additional rent at the same time and in the
same manner as Annual Rent.




14




4.7 PAYMENTS.




All
payments of Annual Rent and additional rent shall be made to Managing Agent, or
to such other person as Landlord may from time to time designate. If any
installment of Annual Base Rent or additional rent or payments due on account of
leasehold improvements is paid more than 10•days after the due date thereof, at
Landlord's election, it shall bear interest at a rate equal to the average prime
commercial rate from time to time established by the three largest national
banks in Boston, Massachusetts plus 4% per annum from such due date, which
interest shall be immediately due and payable as further additional
rent.




ARTICLE
V


LANDLORD'S
COVENANTS


5.1 LANDLORD'S
COVENANTS DURING THE TERM.
 
 Landlord
covenants during the Term:
  5.1.1Building Services. To
furnish during normal working hours heat, air-conditioning,
elevator service and hot and chilled water service and after normal working
hours on business days cleaning service as shown in Exhibit D. The cost of
providing after hours HVAC to the Premises is currently $55.00 per hour, subject
to adjustment based on actual cost increases incurred by Landlord. "Normal
working hours" shall mean the hours of 8:00 a.m. through 6:00 p.m. Monday
through Friday and the hours of 8:00 a.m. through 1:00 p.m. on Saturdays, and no
hours on legal holidays and Sundays; provided, however, that Tenant shall have
access to the Building 24 hours a day, 365 days a year, by means of a key or
other access device to the main lobby of the Building to be provided to Tenant
by Landlord. Tenant shall pay when due all amounts and charges for such services
during hours other than normal working hours and shall indemnify and hold
harmless Landlord from and against any and all claims, liabilities, damages,
losses, costs and expenses (including reasonable attorneys' fees) in connection
therewith. Landlord is not and shall not be required to furnish to Tenant or any
other occupant of the Premises telephone or other communication
service;
  5.1.2Additional Building
Services. To furnish, through Landlord's employees or independent
contractors, reasonable additional Building operation services upon reasonable
advance request of Tenant at commercially reasonable equitable rates consistent
with rates of similar first-class Buildings in Cambridge,
Massachusetts;
  5.1.3Repairs. Except as
otherwise provided in Article VII, to make such repairs to the roof, exterior
walls, floor slabs, other structural components and common facilities of the
Building and the Lot, including the parking areas as may be necessary to keep
them in a first class serviceable condition consistent with similar first-class
Buildings in Cambridge, Massachusetts;
  5.1.4Tenant Directory. To
include Tenant's name on the Tenant directory maintained by Landlord in the main
lobby of the Building, on the outdoor monument sign for the Building and on the
floor of the Building on which the Premises are located, and to provide a
Building standard sign on or adjacent to the entrance door to the
Premises;
  15
  5.1.5Food Service.
Landlord (or any affiliate or agent designated by Landlord) may provide, within
the Building or any building in the offiee park in which the Building is located
known as CambridgePark (an "Office Park Building"), a food service of a size,
type, location and serving capacity as Landlord shall deem suitable, in its sole
discretion.
  If during
any six-month period, the mathematical average of the number of luncheon meals
served by the food service facility per day is fewer than 300, or the food
service losses incurred by the Landlord in operating the food service facility
("Food Service Losses") during such six-month period exceed $25,000, then the
Landlord shall have the right and option, in its sole discretion, to take any
steps necessary to reduce or eliminate the losses (including without limitation,
modification or termination of the food service), unless one hundred percent
(100%) of the tenants occupying the Building agree that the Landlord's Annual
Operating Costs hereunder for the purpose of calculating the Annual Operating
Expense Escalation shall include one hundred percent (100%) of the Food Service
Losses, without limitation.
  Landlord
reserves the right to approve Tenant's use of a food service operator other than
the Landlord's food service operator, if any. Such approval will not be
unreasonably withheld, conditioned or delayed; and





5.1.6Quiet Enjoyment. That
Landlord has the right to make this Lease and that Tenant on paying the rent and
performing its obligations hereunder shall peacefully and quietly have, hold and
enjoy the Premises throughout the Term without any manner of hindrance or
molestation from Landlord or anyone claiming under Landlord, subject however to
all the terms and
provisions hereof.





5.2 INTERRUPTIONS.




Landlord
shall not be liable to Tenant for any compensation or reduction of rent by
reason of inconvenience or annoyance, injury, death or for loss of business
arising from power or other utility losses or shortages, air pollution or
contamination, or from the necessity of Landlord's entering the Premises for any
of the purposes in this Lease authorized, or for repairing the Premises
or any portion of the Building or the Lot or for any interruption or termination
(by reason of any cause reasonably beyond Landlord's control, including without
limitation, loss of any applicable license or government approval) of the food
service provided by Landlord pursuant to Section 5.1.5. In case Landlord is
prevented or delayed from making any repairs, alterations or improvements, or
furnishing any service or performing any other covenant or duty to be performed
on Landlord's part, by reason of any cause beyond Landlord's reasonable control,
Landlord shall not be liable to Tenant therefor, nor, except as expressly
otherwise provided in Article VII, shall Tenant be entitled to any abatement or
reduction of rent by reason thereof, nor shall the same give rise to a claim in
Tenant's favor that such failure constitutes actual or constructive total or
partial, eviction from the Premises but Landlord shall use reasonable and
diligent efforts to correct the condition.





Landlord
reserves the right to stop any service or utility system when necessary by
reason of accident or emergency or until necessary repairs have been completed.
Except in case of emergency repairs, Landlord will give Tenant reasonable
advance notice of any contemplated stoppage
and, in any event, will use reasonable efforts to avoid unnecessary
inconvenience to Tenant by reason thereof.





16





Landlord
also reserves the right to institute such policies, programs and measures as may
be necessary, required or expedient for the conservation or preservation of
energy or energy services or as may be necessary or required to comply with
applicable codes, rules, regulations or standards.




ARTICLE
VI


TENANT'S
COVENANTS




6.1 TENANT'S
COVENANTS DURING THE TERM.




Tenant
covenants during the Term and such further time as Tenant occupies any part of
the Premises:




6.1.1Tenant's Payments. To
pay when due (a) all Annual Rent, (b) all taxes which may be imposed on Tenant's
personal property in the Premises (including, without limitation, Tenant's
fixtures and equipment) regardless to whomever assessed, (c) as additional rent,
Tenant's Escalation Payments, (d) all charges by public utilities for
electricity, telephone (including service inspections therefor) and other
services rendered to the Premises not otherwise required hereunder to be
furnished by Landlord without charge and not consumed in connection with any
services required to be furnished by Landlord without charge, (e) as additional
rent, all costs for Landlord's Work attributable to change orders and any work
performed in the Premises by Landlord or Tenant in excess of Landlord's Work,
and (f) as additional rent, all charges to Landlord for services rendered
pursuant to Section 5.1.2 hereof.




6.1.2Repairs and Yielding
Up. Except as otherwise provided in Article VII and Section 5.1.3, to
keep the Premises in good order, repair and condition, normal wear and tear and
casualty only excepted; and at the expiration or termination of this Lease
peaceably to yield up the Premises and all alterations and additions therein,
including all telephone and data wiring installed by or at the request of
Tenant, in such order, repair and condition, first removing all goods and
effects of Tenant and any alterations and additions, the removal of which is
required to be removed by Landlord at the time Tenant requests Landlord's
consent to same or, if consent is not requested, which Landlord specifies to be
removed at or before the end of the Term, and repairing all damage caused by
such removal and restoring the Premises and leaving them in broom clean
condition; provided, however, that any telecommunications equipment or wiring
(including but not limited to routers and switches) that is under lease to
Tenant may be removed by Tenant.




6.1.3Occupancy and Use. To
use and occupy the Premises only for the Permitted Uses; not to injure or deface
the Building or the Lot; to keep the Premises clean and in a neat and orderly
condition; and not to permit in the Premises any use thereof which is improper, offensive,
contrary to law or ordinances, or liable to create a nuisance or to create an
unsafe or hazardous condition, or to invalidate or increase the premiums for any
insurance on the Building or its contents or liable to render necessary any
alteration or addition to the Building; not to dump, flush, or in any way
introduce any Hazardous Materials or any other toxic substances into the
septic, sewage or other waste disposal system serving the Premises, not to
generate, store or dispose of Hazardous Materials in or on the Premises, or the
Lot or dispose of Hazardous Materials from the Premises to any other location
without the prior written consent of Landlord and then only in compliance with
the Resource Conservation and Recovery Act of 1976, as amended, 42 U.S.C. § 6901
et seq., and all other applicable laws, ordinances and regulations; to notify
Landlord of any incident which would require the filing of a notice under
applicable federal, state, or local law; not to use, store or dispose of
Hazardous Materials on the Premises without first submitting to Landlord a list
of all such Hazardous substances and all permits required therefor and
thereafter providing to Landlord on an annual basis Tenant's certification that
all such permits have been renewed with copies of such renewed pekinits; and to
comply with the orders and regulations of all governmental authorities with
respect to zoning, building, fire, health and other codes, regulations,
ordinances or laws applicable to Tenant's particular manner of use of the
Premises or any Tenant alterations. Notwithstanding the foregoing, Tenant may
use cleaning and other materials and supplies customary and incidental to the
use of office premises in ordinary amounts, provided that Tenant strictly
complies with all applicable legal requirements.





17




As used
herein, "Hazardous Materials" shall mean and include, but shall not be limited
to, any petroleum product and all hazardous or toxic substances or wastes
including any asbestos-containing materials, waste oils, solvents and
chlorinated oils, polychlorinated biphenyls (PCBs), or substances which are
included under or regulated by any federal, state or local law, rule or
regulation (whether now existing or hereafter enacted or promulgated, as they
may be amended from time to time) pertaining to the environment, contamination
or clean-up (all such laws, rules and regulations being referred to collectively
as the "Environmental Laws"), including, without limitation, the Comprehensive
Environmental Response Compensation and Liability Act of 1980, as amended, 42
U.S.C. § 9601 and regulations adopted pursuant to said Act. Landlord represents
to Tenant that it has no actual knowledge of Hazardous Materials in the Building
other than cleaning and other materials and supplies customary and incidental to
the use of office premises in ordinary amounts.




6.1.4Rules and
Regulations. To comply with the Rules and Regulations set forth in
Exhibit E and all other reasonable written Rules and Regulations hereafter made
by Landlord, of which Tenant has been given notice, for the care and use of the
Building and the Lot and their facilities and approaches, it being understood
that Landlord shall not be liable to Tenant for the failure of other tenants of
the Building to confouii to such Rules and Regulations. Such Rules and
Regulations shall be uniformly enforced in a non-discriminatory
manner.




6.1.5Safety
Appliances. To keep the Premises equipped with all safety appliances
required by law or ordinance or any other regulation of any public authority
because of any particular manner of use of the Premises made by Tenant and to
procure all licenses and permits so required because of such use and, if
requested by Landlord, to do any work so required because of such use, it being
understood that the foregoing provisions shall not be construed to broaden in
any way Tenant's Permitted Uses.




6.1.6Assignment
and Subletting. Not without the prior written consent of Landlord to
assign, mortgage, pledge, encumber, sell or transfer this Lease, in whole or in
part, to make any sublease, or to permit occupancy of the Premises or any part
thereof by anyone other than Tenant,
voluntarily or by operation of law (it being understood that in no event shall
Landlord consent to any such assignment, sublease or occupancy if the same is on
terms more favorable to the successor occupant than to the then occupant); as
additional rent, to reimburse Landlord promptly for reasonable legal and other
third-party expenses incurred by Landlord in connection with any request by
Tenant for consent to assignment or subletting; no assignment or subletting
shall affect the continuing primary liability of Tenant (which, following
assignment, shall be joint and several with the assignee); no consent to any of
the foregoing in a specific instance shall operate as a waiver in any subsequent
instance. Landlord's consent to any proposed assignment or subletting is
required both as to the terms and conditions thereof, and as to the
creditworthiness of the proposed assignee or subtenant and the consistency of
the proposed assignee's or subtenant's business with other uses and tenants in
the Building. In the event that any assignee or subtenant pays to Tenant any
amounts in excess of the Annual Rent and additional rent then payable hereunder,
or pro rata portion thereof on a square footage basis for any portion of the
Premises, Tenant shall promptly pay fifty percent (50%) of said excess to
Landlord as and when received by Tenant, less any out-of-pocket costs, including
but not limited to brokerage fees, legal expenses, work, work allowances, free
rent and other concessions, reasonably incurred or granted by Tenant in
connection with Tenant's transfer. If Tenant requests Landlord's consent to
assign this Lease or sublet more than forty percent (40%) of the Premises (in
the case of a sublease for all or substantially all of the remainder of the
Term), Landlord shall have the option, exercisable by written notice to Tenant
given within ten (10) days after receipt of such request, to terminate this
Lease as of a date specified in such notice which shall be not less than sixty
(60) or more than ninety (90) days after the date of such notice. In the event
of any Landlord disapproval, Landlord shall provide Tenant with notice of such
disapproval in writing together with specific reasons therefore.




18




Notwithstanding
the foregoing, Landlord shall not unreasonably withhold its consent to a
proposed assignment or sublease to the specific assignee or subtenant set forth
in Tenant's notice to Landlord requesting approval to such proposed assignment
or sublease ("Tenant's Sublease Notice"), provided that (i) Tenant and the
assignee or subtenant set forth in Tenant's Sublease Notice have executed an
assignment or sublease including terms which do not differ materially from those
set forth in Tenant's Sublease Notice within six (6) months of the date of such
Notice, (ii) the terms and provisions of such assignment or subletting shall
specifically make applicable to the assignee or sublessee all of the provisions
of this Section 6.1.6 so that Landlord shall have against the assignee or
sublessee all rights with respect to any further assignment and subletting which
are set forth herein; (iii) the character of the proposed assignee or subtenant
is consistent with the character of the Building as a first-class office
building; (iv) the credit of the proposed assignee or subtenant shall be as good
as or better than the credit of the Tenant as of the execution of this Lease as
reasonably demonstrated by financial information supplied to Landlord with
Tenant's Sublease Notice; (v) Landlord shall not have been negotiating with the
proposed assignee or subtenant, or any affiliate thereof, for space in the
Building within the previous six (6) months; (vi) no assignment or subletting
shall affect the continuing primary liability of Tenant (which, following
assignment shall be joint and several with the assignee); (vii) no consent to
any of the foregoing in a specific instance shall operate as a waiver in any
subsequent instance; (viii) no consent shall be deemed unreasonably withheld by
Landlord to the extent the granting of consent might cause Landlord to be in
default under any mortgage; and (ix) no assignment shall be binding upon
Landlord or any of Landlord's mortgagees, unless Tenant shall deliver to
Landlord an instrument in recordable form which contains a covenant of assumption
by the assignee running to Landlord and all persons claiming by, through or
under Landlord (an "Assumption Agreement"), but the failure or refusal of the
assignee to execute an Assumption Agreement shall not release or discharge the
assignee from its liability as tenant hereunder. In the event Tenant and the
proposed assignee or sublessee have failed to execute an assignment or sublease
within three (3) months of the date of Tenant's Sublease Notice, Tenant's right
to assign or sublease shall again be subject to the provisions of this Section
6.1.6.





19




Notwithstanding
the foregoing, Tenant may assign this Lease to an entity owned or controlled by,
under common ownership or control with or owning or controlling Tenant or an
entity with which Tenant may merge or consolidate or to which Tenant may sell
all or substantially all of its assets as a going concern (in each case, an
"Affiliate"), without Landlord's consent, but upon twenty (20) days prior
notice, accompanied by information which reasonably demonstrates that the
proposed assignee is an Affiliate, provided such assignee provides an Assumption
Agreement to Landlord of the prospective obligations under this Lease.
Notwithstanding the assignment to an Affiliate, Tenant shall not be released
from its obligations hereunder unless specifically agreed by Landlord in
writing.





6.1.7Indemnity. Tenant
shall defend, with counsel approved by Landlord, all actions aaainst Landlord,
Managing Agent, any partner, member, trustee, stockholder, officer, director,
employee or beneficiary of Landlord or Managing Agent, holders of mortgages
secured by the Premises or the Building and Lot and any other party having an
interest in the Premises ("Indemnified Parties") with respect to, and to pay,
protect, indemnify and save harmless, to the extent permitted by law, all
Indemnified Parties from and against, any and all liabilities, losses damages,
costs, expenses (including reasonable attorneys' fees and expenses), causes of
action, suits, claims, demands or judgments of any nature arising from or
related to (i) injury to or death of any person, or damage to or loss of
property, on the Premises, or connected with the use, condition or occupancy of
any of the Premises unless caused by the negligence of Landlord or the Landlord
Parties, (ii) violation of this Lease by Tenant, or (iii) any act, fault,
omission, or other misconduct of Tenant or its agents, employees, contractors,
licensees, sublessees or invitees or (iv) the use, generation, storage or
disposal of Hazardous Materials by Tenant or its agents, employees or invitees
on the Premises, the Building or Lot or any portion thereof or any surrounding
area, including, without limitation, any and all liabilities, losses, damages,
costs, expenses (including reasonable attorneys' fees and expenses), causes of
action, suits, claims, demands or judgments of any nature arising from or
related to removal or other remediation of any Hazardous Materials introduced by
Tenant, or precautions required by applicable laws to protect against the
release of Hazardous Materials by Tenant or its agents, employees, contractors,
licensees, sublessees or invitees into the environment to the extent required by
any Environmental Laws (as defined above).




6.1.8Tenant's and Landlord's
Insurance. To maintain (a) Tenant shall carry and maintain, or cause to
be caiiied and maintained, at all times during the term of this lease and at
Tenant's expense All Risk Property insurance including coverage of the full
replacement value of Tenant's improvements, betterments, furniture, fixtures,
equipment and contents. The insurer used by Tenant hereunder shall waive rights
of subrogation against Landlord for losses payable under such All Risk Property
insurance; (b) Tenant shall carry and maintain, or cause to be carried and
maintained, at all times during the term of this Lease and at Tenant's expense a
commercial general liability insurance policy (hereinafter referred to as a
"Liability Policy").




20




Such
Liability Policy shall include Landlord (and any other party reasonably required
by Landlord), as Additional Insured and be written on an "occurrence basis"
including, without limitation, blanket contractual liability coverage, broad
form property damage, and personal injury coverage protecting Landlord against
liability (except for liability resulting from gross negligence or willful
misconduct of Landlord) occasioned by any occurrence on or about the premises.
Such Liability Policy shall be maintained in an amount not less than $1,000,000
for a single occurrence limit and $2,000,000 for an aggregate limit, and, in
addition, $5,000,000 per single occurrence and $5,000,000 per aggregate of
excess or umbrella liability insurance; (c) Tenant shall carry and maintain, or
cause to be carried and maintained, at all times during the term of this Lease
and at Tenant's expense such other insurance or such additional amounts of
insurance with respect to the leased property as is generally maintained by
persons having similar exposures or properties similarly situated and as the
Landlord shall from time to time reasonably require. All policies of insurance
maintained by Tenant shall be in a form acceptable to Landlord with an A.M. Best
rating of at least (A-)(VIII); issued by an insurer reasonably acceptable
to Landlord and licensed to do business in The Commonwealth of Massachusetts;
and require at least thirty (30) days written notice of cancellation,
non-renewal or material alteration to Landlord and to Landlord's mortgagee(s),
and those who are named as additional insureds. If requested by Landlord, Tenant
shall, upon the Commencement Date, and thereafter no less than thirty (30) days
prior to the expiration date of each such policy, deliver to Landlord or
Landlord's designated representative certified copies and written evidence
satisfactory to Landlord that all premiums have been paid and all policies are
in effect. If Tenant fails to secure or
maintain any insurance coverage required by clause (a) above, or should
insurance secured not be approved by Landlord (which approval shall not be
unreasonably withheld), Landlord may, without obligation, purchase such required
insurance coverage at Tenant's expense. Tenant shall promptly reimburse Landlord
for any monies so expended. Landlord shall keep all of Tenant's employees
working in the Premises covered by worker's compensation insurance in statutory
amounts and to furnish Landlord with certificates thereof.





Throughout
the term of this Lease, Landlord shall maintain: (1) comprehensive general
liability insurance covering common areas and the portion of the Building not
leased to a tenant with a combined single limit for bodily injury and property
damage in commercially reasonable amounts, (2) "all risk" insurance covering the
Building, and all machinery, equipment and other personal property used in
connection with the Building (but not leasehold improvements or the property of
any tenants of the Building) in an amount not less than the then current
replacement value of the Building, and (3) boiler and machinery
coverage.




6.1.9Tenant's Worker's
Compensation Insurance. To keep all of Tenant's employees working in the
Premises covered by worker's compensation insurance in statutory amounts and to
furnish Landlord with certificates thereof




6.1.10Landlord's Right of
Entry. To peimit Landlord and Landlord's agents entry: to examine the
Premises at reasonable times and, except in an emergency, upon reasonable prior
oral notice, and, if Landlord shall so elect, to make repairs or replacements;
to remove, at Tenant's expense, any changes, additions, signs, curtains, blinds,
shades, awnings, aerials, or the like not consented to in writing; and to show
the Premises to prospective tenants during the twelve (12) months preceding
expiration of the Term and to prospective purchasers and mortgagees at all
reasonable times and upon reasonable prior oral notice to Tenant.




21




6.1.11Loading. Not to place
Tenant's Property, as defined in Section 6.1.13, upon the Premises so as to
exceed a rate of fifty (50) pounds of live load per square foot and not to move
any safe, vault or other heavy equipment in, about or out of the Premises except
in such mariner and at such times as Landlord shall in each instance approve
which approval shall not be unreasonably
withheld or delayed; Tenant's business machines and mechanical equipment which
cause vibration or noise that may be transmitted to the Building structure or to
any other leased space in the Building shall be placed and maintained by Tenant
in settings of cork, rubber, spring, or other types of vibration eliminators
sufficient to eliminate such vibration or noise.




6.1.12Landlord's Costs. In
case Landlord shall be made party to any litigation commenced by or against
Tenant or by or against any parties in possession of the Premises or any part
thereof claiming under Tenant, to pay, as additional rent, all costs including,
without implied limitation, reasonable counsel fees incurred by or imposed upon
Landlord in connection with such litigation and, as additional rent, also to pay
all such costs and fees incurred by Landlord in connection with the successful
enforcement by Landlord of any obligations of Tenant under this
Lease.




6.1.13Tenant's Property.
All the furnishings, fixtures, equipment, effects and property of every kind,
nature and description of Tenant and of all persons claiming by, through or
under Tenant which, during the continuance of this Lease or any occupancy of the
Premises by Tenant or anyone claiming under Tenant, may be on the Premises or
elsewhere in the Building or on the Lot shall be at the sole risk and hazard of
Tenant, and if the whole or any part thereof shall be destroyed or damaged by
fire, water or otherwise, or by the leakage or bursting of water pipes, steam
pipes, or other pipes, by theft, or from any other cause, no part of said loss
or damage is to be charged to or to be borne by Landlord unless due to the gross
negligence of Landlord or the Landlord Parties.




6.1.14Labor or Materialmen's
Liens. To pay promptly when due the entire cost of any work done on the
Premises by Tenant, its agents, employees, or independent contractors; not to
cause or permit any liens for labor or materials performed or furnished in
connection therewith to attach to the Premises; and immediately to discharge any
such liens which may so attach.




6.1.15Changes or Additions.
Not to make any changes or additions to the Premises without Landlord's prior
written consent and only in accordance with Article III hereto, provided that
Tenant shall reimburse Landlord for all reasonable out-of-pocket third party
costs incurred by Landlord in reviewing Tenant's proposed changes or additions,
and provided further that, in order to protect the functional integrity of the
Building, all changes and additions shall be performed by contractors approved
by Landlord, such approval not to be unreasonably withheld or
delayed.




6.1.16Holdover. To pay to
Landlord the greater of (a) one and one-half (11/2)
times the then fair market rent as conclusively determined by Landlord or (b)
two (2) times the total of the Annual Rent and all additional rent then
applicable for each month or portion thereof Tenant shall retain possession of
the Premises or any part thereof after the telinination of this Lease, whether
by lapse of time or otherwise, and also to pay all damages sustained by Landlord
on account thereof; the provisions of this subsection shall not operate as a
waiver by Landlord of the right of reentry provided in this Lease.
Notwithstanding the foregoing, if Tenant gives Landlord at least
four (4) months prior notice of its need to holdover, for the first sixty (60)
days of any Tenant holdover, Landlord shall only be entitled to the increased
rent as heretofore provided.




22




6.1.17Security. To
indemnify, and save Landlord haimless from any claim for injury to person or
damage to property asserted by any personnel, employee, guest, invitee or agent
of Tenant which is suffered or occurs in or about the Premises or in or about
the Building or the Lot by reason of the act of any intruder or any other person
in or about the Premises, the Building or the Lot unless caused by the
negligence of willful misconduct of Landlord or Landlord Parties,




6.1.18Tenant Financial
Statements. Tenant shall provide Landlord with financial statements
(audited if available), upon the written request of Landlord not more often than
annually; provided, however, that as long as Tenant is a publicly traded company
subject to make regulatory filings with the Securities and Exchange Commission
(or its successor agency) (the "SEC"), then Tenant may respond to such request
by providing a copy of the audited financials most recently filed with the
SEC.




ARTICLE
VII


DAMAGE
AND DESTRUCTION; CONDEMNATION




7.1 FIRE OR OTHER
CASUALTY.




7.1.1 Subject to
the provisions of Section 7.1.2 hereof, in the event during the Term hereof the
Premises shall be partially damaged (as distinguished from "substantially
damaged" as such term is hereinafter defined) by fire, explosion, casualty or
any other occurrence covered or as may be required to be covered,
as hereinprovided, by Landlord's insurance or by such casualty plus
required demolition, or by action taken to reduce the impact of any such event,
Landlord shall forthwith proceed to repair such damage and restore the Premises,
or so much thereof as was originally constructed or delivered by Landlord to
substantially its condition at the time of such fire, explosion, casualty or
occurrence, provided that Landlord shall not be obligated
to expend for such repair an amount in excess of the insurance proceeds
recovered as a result of such damage and any applicable deductible and, further
provided that Tenant is not then in default of any of its obligations under this
Lease beyond any applicable cure period. Landlord shall not be responsible for
any delay which may result from any cause beyond Landlord's reasonable
control.




7.1.2 If, however,
(i) the Premises should be damaged or destroyed (a) by fire or other casualty
(1) to the extent of twenty-five percent (25%) or more of the cost of
replacement, or (2) so that twenty-five (25%) or more of the principal area
contained in the Premises shall be rendered untenantable, or (b) by any casualty
other than those covered by insurance policies required to be maintained by
Landlord under this Lease (hereinafter "substantially damaged"), or (ii) the
Premises shall be damaged in whole or in part during the last year of the Term,
or (iii) there shall be damage to the Premises of a character as cannot
reasonably be expected to be repaired within twelve (12) months from the date of
casualty, or (iv) such restoration involves the demolition of or repair of
damage to twenty-five percent (25%) or more of the Premises, or (v) applicable
law requires the demolition of the Building or forbids the rebuilding of the
damaged portion of the Building, or (vi) such restoration requires repairs in an
amount in excess of the insurance proceeds recovered or recoverable plus the
applicable deductible, if any, or (vii) Landlord's
mortgagee shall require that the insurance proceeds from such damage or
destruction be applied against the principal balance due on any mortgage,
Landlord may, at its option, either terminate this Lease or elect to repair the
Premises and Landlord shall notify Tenant as to its election within ninety (90)
days after such fire or casualty. If Landlord elects to terminate this Lease,
the Temi hereof shall end on the date specified in the notice (which shall be
the end of a calendar month and not sooner than thirty (30) days after such
election was made). If Landlord does not elect to terminate this Lease, then
Landlord shall perform such repairs set forth in Section 7.1.3 hereof and Tenant
shall perform such repairs in the Building as set forth in Section 7.1.4 hereof,
and the Term shall continue without interruption and this Lease shall remain in
full force and effect.





23




If
Landlord has not elected to terminate this Lease and if there shall be damage to
the Premises of a character as cannot (in the judgment of Landlord's engineer)
reasonably be expected to be repaired within nine (9) months from the date of
casualty, then Tenant may, at its option, teminate this Lease provided that
Tenant's election shall be made by notice to Landlord within thirty (30) days of
Landlord's delivery of the estimate of Landlord's engineer as to the time period
required for restoration. If Landlord fails to complete such restoration with
such nine (9) month period, then Tenant, at its option, may terminate this Lease
provided that Tenant's election shall be made by notice to Landlord within
thirty (30) days following the expiration of such nine (9) month
period.





7.1.3 If Landlord
or Tenant does not elect to terminate this Lease as provided in Section 7.1.2
hereof and if Tenant is not then in default of any of its obligations under the
Lease beyond any applicable cure period provided for herein, Landlord shall,
provided any third party mortgagee of the Building makes insurance proceeds
available for restoration, reconstruct as much of the Premises as was originally
constructed by Landlord (it being understood by Tenant that Landlord shall not
be responsible for any reconstruction of Tenant's leasehold improvements, which
reconstruction is the sole responsibility of Tenant) to substantially its
condition at the time of such damage, but Landlord shall not be responsible for
any delays which may result from any cause beyond Landlord's reasonable
control.




7.1.4 If Landlord
or Tenant does not elect to terminate this Lease as provided in Section 7.1.2
hereof; Tenant shall, at its own cost and expense, repair and restore the
Premises in accordance with the provisions of Section 6.1.15 hereof to the
extent not required to be repaired by Landlord pursuant to the provisions of
this Section 7.1, including, but not limited to, the repairing and/or
replacement of its merchandise, trade fixtures, furnishings and equipment in a
manner and to at least a condition equal to that prior to its damage or
destruction. Tenant agrees to 'commence the performance of its work when
notified by Landlord that the work to be performed by Tenant can, in accordance
with good construction practices, then be commenced and Tenant shall complete
such work as promptly thereafter as is practicable, but in no event more than 90
days thereafter.




7.1.5 All proceeds
payable from Landlord's insurance policies with respect to the Premises shall
belong to and shall be payable to Landlord. If Landlord does not elect to
terminate this Lease as provided in Section 7.1.2 hereof, Landlord shall
disburse and apply so much of any insurance recovery as shall be necessary
against the cost to Landlord of restoration and rebuilding of Landlord's work
referred to in Section 7.1.3 hereof, subject to the prior rights of any
lessor under a ground or underlying lease covering the Building and/or the
holder of any mortgage liens against the Building.




24




7.1.6 In the event
that the provisions of Section 7.1.1 or Section 7.1.2 shall become applicable,
the Annual Rent and additional rent shall be abated or reduced equitably during
any period during which Tenant may be required to discontinue all or a portion
of its business in the Premises, and such abatement or reduction shall continue
for the period commencing with such destruction or damage and ending with the
completion by Landlord of such work of repair arid/or reconstruction as Landlord
is obligated to do.




7.2 EMINENT
DOMAIN.





If, after
the execution and before termination of this Lease, the entire Premises shall be
taken by eminent domain or destroyed by the action of any public or quasi-public
authority, or in the event of conveyance in lieu thereof, the Term shall cease
as of the day possession shall be taken by such authority, and Tenant shall pay
rent up to that date with a pro-rata refund by Landlord of such rent and
additional rent as shall have been paid in advance for a period subsequent to
the date of the taking of possession.




If less
than twenty-five percent (25%) of the Premises shall be so taken or conveyed,
this Lease shall cease only with respect to the parts so taken or conveyed, as
of the day possession shall be taken, and Tenant shall pay rent up to that day,
with an appropriate refund by Landlord of such rent as may have been paid in
advance for a period subsequent to the date of the taking of possession,
and thereafter the Annual Rent shall be equitably adjusted. Pending agreement of
such rental adjustment, Tenant agrees to pay to Landlord the Annual Rent and
additional rent in effect immediately prior to the taking by eminent domain.
Landlord shall at its expense make all necessary repairs or alterations so as to
constitute the remaining premises a complete architectural unit.




If more
than twenty-five percent (25%) of the Premises shall be so taken or conveyed,
then the Term shall cease only as respects the part so taken or conveyed, from
the day possession shall be taken, and Tenant shall pay rent to that date with
an appropriate refund by Landlord of such rent as may have been paid in advance
for a period subsequent to the date of the taking of possession, but Landlord
shall have the right to terminate this Lease upon notice to Tenant in writing
within thirty (30) days after such taking of possession. If Landlord does not
elect to terminate the Lease, all of the terms herein provided shall continue in
effect except that the Annual Rent shall be equitably adjusted, and Landlord
shall make all necessary repairs or alterations so as to constitute the
remaining premises a complete architectural unit.




All
compensation awarded for any such taking or conveyance, whether for the whole or
a part of the Premises, shall be the property of Landlord, whether such damages
shall be awarded as compensation for diminution in the value of the leasehold or
of the fee of or underlying leasehold inferest in the Premises, and Tenant
hereby assigns to Landlord all of Tenant's right, title and interest in and to
any and all such compensation; provided, however, that Tenant shall be entitled
to seek a separate award for Tenant's stock, trade fixtures and relocation
expense.




25




In the
event of any taking of the Premises or any part thereof for temporary use (i.e.,
less than nine (9) months), this Lease shall be and remain unaffected thereby
and rent shall not abate.




ARTICLE
VIII


RIGHTS OF
MORTGAGEE




8.1 PRIORITY OF
LEASE.




This
Lease is and shall continue to be subject and subordinate to any presently
existing mortgage or deed of trust of record covering the Lot or Building or
both (the "mortgaged premises"). The holder of any such presently existing
mortgage or deed of trust shall have the election to subordinate the same to the
rights and interests of Tenant under this Lease exercisable by filing with the
appropriate recording office a notice of such election, whereupon the Tenant's
rights and interests hereunder shall have priority over such mortgage or deed of
trust.




Unless
the option provided for in the next following sentence shall be exercised, this
Lease shall be superior to and shall not be subordinate to, any mortgage, deed
of trust or other voluntary lien hereafter placed on the mortgaged premises. The
holder of any such mortgage, deed of trust or other voluntary lien shall have
the option to subordinate this Lease to the same, provided that such holder
enters into an agreement with Tenant by the terms of which the holder will agree
to recognize the rights of Tenant under this Lease and to accept Tenant as
tenant of the Premises under the terms and conditions of this Lease in the event
of acquisition of title by such holder through foreclosure proceedings or
otherwise and Tenant will agree to recognize the holder of such mortgage as
Landlord in such event, which agreement shall be made to expressly bind and
inure to the benefit of the successors and assigns of Tenant and of the holder
and upon anyone purchasing the mortgaged premises at any foreclosure sale. Any
such mortgage to which this Lease shall be subordinated may contain
such  provisions and conditions as the holder reasonably
deems usual or customary.





8.2 RIGHTS OF
MORTGAGE HOLDERS; LIMITATION OF MORTGAGEE'S LIABILITY.





The word
"mortgage" as used herein includes mortgages, deeds of trust or other similar
instruments evidencing other voluntary liens or encumbrances, and modifications,
consolidations, extensions, renewals, replacements and substitutes thereof. The
word "holder" shall mean a mortgagee, and any subsequent holder or holders of a
mortgage. Until the holder of a mortgage shall enter and take possession of the
Premises for the purpose of foreclosure, such holder shall have only such rights
of Landlord as are necessary to preserve the integrity of this Lease as
security. Upon entry and taking possession of the Premises for the purpose of
foreclosure, such holder shall have all the rights of Landlord. Notwithstanding
any other provision of this Lease to the contrary, including without limitation
Section 10.4, no such holder of a mortgage shall be liable, either as mortgagee
or as assignee, to perform, or be liable in damages for failure to perform any
of the obligations of Landlord unless and until such holder shall enter and take
possession of the Premises for the purpose of foreclosure, and such holder shall
not in any event be liable to perform or for failure to perform the obligations
of Landlord under Section 3.2. Upon entry for the purpose of foreclosure, such
holder shall be liable to perform all of the obligations of Landlord (except for
the obligations under Section 3.2), subject to and
with the benefit of the provisions of Section 10.4, provided that a
discontinuance of any foreclosure proceeding shall be deemed a conveyance under
said provisions to the owner of the equity of the Premises.





26




8.3 INTENTIONALLY
OMITTED.





8.4 NO PREPAYMENT
OR MODIFICATION, ETC.





Tenant
shall not pay Annual Rent, additional rent, or any other charge more than thirty
(30) days prior to the due date thereof. No prepayment of Annual Rent,
additional rent or other charge, no assignment of this Lease and no agreement to
modify so as to reduce the rent, change the Term, or otherwise materially change
the rights of Landlord under this Lease, or to relieve Tenant of any obligations
or liability under this Lease, shall be valid unless consented to in writing by
Landlord's mortgagees of record, if any.





8.5 NO RELEASE OR
TERMINATION.





No act or
failure to act on the part of Landlord which would entitle Tenant under the
terms of this Lease, or by law, to be relieved of Tenant's obligations hereunder
orto terurinate this Lease, shall
result in a release or termination of such obligations or a termination of this
Lease unless (i) Tenant shall have first given written notice of Landlord's act
or failure to act to Landlord's mortgagees of record, if any, specifying the actor failure to act on the
part of Landlord which could or would give basis to Tenant's rights and (ii)
such mortgagees, after receipt of such notice, have failed or refused to correct
or cure the condition complained of within a reasonabletimethereafter, but nothing contained in this Section 8.5 shall be deemed to
impose any obligation on any such mortgagee to correct or cure any such
condition. "Reasonable time" as used above means and includes a reasonable time
to obtain possession of the mortgaged premises, if the mortgagee elects to do
so, and a reasonable time to correct or cure the condition if such condition is
determined to exist.





8.6 CONTINUING
OFFER.





The
covenants and agreements contained
inthis Lease with respect to the rights, powers and benefits of a
mortgagee (particularly, without limitation thereby, the covenants
andagreements contained in this Article VIII) constitute a continuing
offer to any person, corporation or other entity, which by accepting or
requiring an assignment of this Lease or by entry or foreclosure assumes the
obligations herein set forth with respect to such mortgagee; such mortgagee is
hereby constituted a party to this Lease as an obligee hereunder to the same
extent as though its name were written hereon as such; and such mortgagee shall
be entitled to enforce such provisions in its own name. Tenant agrees on request
of Landlord to execute and deliver from time to time any agreement which may
reasonably be deemed necessary to implement the provisions of this Article
VIII.




27





ARTICLE
IX


DEFAULT





9.1 EVENTS OF
DEFAULT.





If any
default by Tenant continues, in case of Annual Rent, additional rent or any
other monetary obligation to Landlord for more than five (5) days after notice
that the same is due (provided that no notice shall thereafter be required if
Tenant defaults in any monetary obligation twice in any twelve (12) month
period), or if Tenant fails to provide an estoppel certificate in accordance
with Section 10.10 hereof, or if any default by Tenant continues in any other
case for more than thirty (30) days after notice and such additional time, if
any, as is reasonably necessary to cure the default if the default is of such a
nature that it cannot reasonably be cured in thirty (30) days and Tenant
promptly commences to cure such default and diligently pursues such cure without
interruption to completion; or if Tenant becomes insolvent, fails to pay its
debts as they fall due, files a petition under any chapter of the U.S.
Bankruptcy Code, 11 U.S.C. 101 et seq., as it may be amended (or any similar
petition under any insolvency law of any jurisdiction), or if such petition is
filed against Tenant; or if Tenant proposes any dissolution, liquidation,
composition, financial reorganization or recapitalization with creditors, makes
an assignment or trust mortgage for benefit of creditors, or if a receiver,
trustee, custodian or similar agent is appointed or takes possession with
respect to any property of Tenant; or if the leasehold hereby created is taken
on execution or other process of law in any action against Tenant; then, and in
any such case, Landlord and the agents and servants of Landlord may, in addition
to and not in derogation of any remedies for any preceding breach of covenant,
immediately or at any time thereafter while such default continues and without
further notice, at Landlord's election, do any one or more of the following: (1)
give Tenant written notice stating that the Lease is terminated, effective upon
the giving of such notice or upon a date stated in such notice, as Landlord may
elect, in which event the Lease shall be irrevocably extinguished and terminated
as stated in such notice without any further action, or (2) with or without
process of law, in a lawful manner enter and repossess the Premises as of
Landlord's former estate, and expel Tenant and those claiming through or under
Tenant, and remove its and their effects, without being guilty of trespass, in
which event the Lease shall be irrevocably extinguished and terminated at the
time of such entry, or (3) pursue any other rights or remedies permitted by law.
Any such termination of the Lease shall be without prejudice to any remedies
which might otherwise be used for arrears of rent or prior breach of covenant,
and in the event of such termination Tenant shall remain liable under this Lease
as hereinafter provided. Tenant hereby waives all statutory rights (including,
without limitation, rights of redemption, if any) to the extent such rights may
be lawfully waived, and Landlord, without notice to Tenant, may store Tenant's
effects and those of any person claiming through or under Tenant at the expense
and risk of Tenant and, if Landlord so elects, may sell such effects at public
auction or private sale and apply the net proceeds to the payment of all sums
due to Landlord from Tenant, if any, and pay over the balance, if any, to
Tenant.





28




9.2 TENANT'S
OBLIGATIONS AFTER TERMINATION.





In the
event that this Lease is terminated under any of the provisions contained in
Section 9.1 or shall be otherwise terminated for breach of any obligation of
Tenant, Tenant covenants to pay forthwith to Landlord, as compensation,
discounted to present value, the excess of the total rent reserved for the
residue of the Teiiii over the rental value of the Premises for said residue of
the Term. In
calculating the rent reserved, there shall be included, in addition to the
Annual Rent and all additional rent, the value of all other consideration agreed
to be paid or performed by Tenant for said residue. Tenant further covenants as
an additional and cumulative obligation after any such ending to pay punctually
to Landlord all the sums and perform all the obligations which Tenant covenants
in this Lease to pay and to perform in the same manner and to the same extent
and at the same time as if this Lease had not been terminated. In calculating
the amounts to be paid by Tenant under the next foregoing covenant, Tenant shall
be credited with any amount paid to Landlord as compensation as provided in the
first sentence of this Section 9.2 and also with the net proceeds of any rents
obtained by Landlord by reletting the Premises, after deducting all Landlord's
expenses in connection with such reletting, including, without implied
limitation, all repossession costs, brokerage commissions, fees for legal
services and expenses of preparing the Premises for such reletting, it being
agreed by Tenant that Landlord may (i) relet the Premises or any part or parts
thereof for a term or terms which may at Landlord's option be equal to or less
than or exceed the period which would otherwise have constituted the balance of
the Teiin and may grant such concessions and free rent as Landlord in its sole
judgment considers
advisable or necessary to relet the same and (ii) make such alterations, repairs
and decorations in the Premises as Landlord in its sole judgment considers
advisable or necessary to relet the
same, and no action of Landlord in accordance with the foregoing or failure to
relet or to collect rent under reletting shall operate or be construed to
release or reduce Tenant's liability as aforesaid.





So long
as at least twelve (12) months of the Telin remain unexpired at the time of such
termination, in lieu of any other damages or indemnity and in lieu of full
recovery by Landlord of all sums payable under all the foregoing provisions of
this Section 9.2, Landlord may by written notice to Tenant, at any time after
this Lease is terminated under any of the provisions contained in Section 9.1,
or is otherwise terminated for breach of any obligation of Tenant and before
such full recovery, elect to recover and Tenant shall thereupon pay, as
liquidated damages, an amount equal to the aggregate of the Annual Rent and
additional rent accrued under Article IV in the 12 months ended next prior to
such termination plus the amount of Annual Rent and
additional rent of any kind accrued and unpaid at the time of termination and
less the amount of any recovery by Landlord under the foregoing provisions of
this Section 9.2 up to the time of payment of such liquidated
damages.




Nothing
contained in this Lease shall, however, limit or prejudice the right of Landlord
to prove and obtain in proceedings for bankruptcy or insolvency by reason of the
termination of this Lease, an amount equal to the maximum allowed by any statute
or rule of law in effect at the time when, and governing the proceedings in
which, the damages are to be proved, whether or not the amount be greater, equal
to, or less than the amount of the loss or damages referred to
above.




29




ARTICLE
X


MISCELLANEOUS





10.1 NOTICE OF
LEASE.





Upon
request of either party, both parties shall execute and deliver, after the Term
begins, a notice of this Lease in form appropriate for recording or
registration, and if this Lease is terminated
before the Term expires, an instrument in such form acknowledging the date of
termination.





10.2 (Intentionally
Omitted)





10.3 NOTICES FROM
ONE PARTY TO THE OTHER,





All
notices required or permitted hereunder shall be in writing and addressed, if to
the Tenant, at Tenant's Address or such other address as Tenant shall have last
designated by notice in writing to Landlord and, if to Landlord, at Landlord's
Address or such other address as Landlord shall have last designated by notice
in writing to Tenant. Any notice shall have been deemed duly given if mailed to
such address postage prepaid, registered or certified mail, return receipt
requested, when deposited with the U.S. Postal Service, or if delivered to such
address by hand, when so delivered.





10.4 BIND AND
INURE.





The
obligations of this Lease shall run with the land, and this Lease shall be
binding upon and inure to the benefit of the parties hereto and their respective
successors and assigns, except that the Landlord named herein and each
successive owner of the Premises shall be liable only for the obligations
accruing during the period of its ownership. The obligations of Landlord shall
be binding upon the assets of Landlord which comprise the Building and the Lot
but not upon other assets of Landlord. No individual partner, member, trustee,
stockholder, officer, director, employee or beneficiary of Landlord shall be
personally liable under this Lease and Tenant shall look solely to Landlord's
interest in the Building and the Lot in pursuit of its remedies upon an event of
default hereunder, and the general assets of the individual partners, trustees,
stockholders, officers, employees or beneficiaries of Landlord shall not be
subject to levy, execution or other enforcement procedure for the satisfaction
of the remedies of Tenant.





10.5 NO
SURRENDER.





The
delivery of keys to any employee of Landlord or to Landlord's agent or any
employee thereof shall not operate as a termination of this Lease or a surrender
of the Premises.




30




10.6 NO WAIVER,
ETC.





The
failure of Landlord to seek redress for violation of, or to insist upon the
strict performance of any covenant or condition of this Lease or any of the
Rules and Regulations referred to in Section
6.1.4, whether heretofore or hereafter adopted by Landlord, shall not be deemed
a waiver of such violation nor prevent a subsequent act, which would have
originally constituted a violation, from having all the force and effect of an
original violation, nor shall the failure of Landlord to enforce any of said
Rules and Regulations against any other tenant in the Building be deemed a
waiver of any such Rules or Regulations. The receipt by Landlord of Annual Rent
or additional rent with knowledge of the breach of any covenant of this Lease
shall not be deemed a waiver of such breach by Landlord, unless such waiver be
in writing and signed by Landlord. No consent or waiver, express or implied, by
Landlord to or of any breach of any agreement or duty shall be construed as a
waiver or consent to or of any other breach of the same or any other agreement
or duty.





10.7 NO ACCORD AND
SATISFACTION.





No
acceptance by Landlord of a lesser sum than the Annual Rent and additional rent
then due shall be deemed to be other than on account of the earliest installment
of such rent due, nor shall any endorsement or statement on any check or any
letter accompanying any check or payment as rent be deemed as accord and
satisfaction, and Landlord may accept such check or payment without prejudice to
Landlord's right to recover the balance of such installment or pursue any other
remedy in this Lease provided.





10.8 CUMULATIVE
REMEDIES.





The
specific remedies to which Landlord may resort under the terms of this Lease are
cumulative and are not intended to be exclusive of any other remedies or means
of redress to which it may be lawfully entitled in case of any breach or
threatened breach by Tenant of any provisions of this Lease. In addition to the
other remedies provided in this Lease, Landlord shall be entitled to the
restraint by injunction of the violation or attempted or threatened violation of
any of the covenants, conditions or provisions of this Lease or to a decree
compelling specific performance of any such covenants, conditions or
provisions.





10.9 LANDLORD'S
RIGHT TO CURE.





If Tenant
shall at any time default in the performance of any obligation under this Lease
beyond applicable notice and cure periods (provided that no notice or cure
period need be provided in the event of an emergency), Landlord shall have the
right, but shall not be obligated, to enter upon the Premises and to
perform such obligation, notwithstanding the fact that no specific provision for
such substituted performance by Landlord is made in this Lease with respect to
such default. In performing such obligation, Landlord may make any payment of
money or perform any other act. All sums so paid by Landlord (together with
interest at the rate of 4% per annum in excess of the then prime commercial rate
of interest being charged by the three largest national banks in Boston,
Massachusetts) and all necessary out-of-pocket costs and expenses in connection
with the performance of any such act by Landlord, shall be deemed to be
additional rent under this Lease and shall be payable to Landlord immediately
within five (5) days following written demand
therefor. Landlord may exercise the foregoing rights without waiving any other
of its rights or releasing Tenant from any of its obligations under this
Lease.




31




10.10 ESTOPPEL
CERTIFICATE.





Tenant
and Landlord agree, from time to time, upon not less than 15 days' prior written
request, to execute, acknowledge and deliver to the other a statement in writing
certifying that this Lease is unmodified and in full force and effect; that
Tenant has no defenses, offsets or counterclaims against its obligations to pay
the Annual Rent and additional rent and to perform its other covenants under
this Lease; that there are no uncured defaults of Landlord or Tenant under this
Lease (or, if there have been modifications, that this Lease is in full force
and effect as modified and stating the modifications, and, if there are any
defenses, offsets, counterclaims, or defaults, setting them forth in reasonable
detail); and the dates to which the Annual Rent, additional rent and other
charges have been paid. Any such statement delivered pursuant to this Section
10.10 shall be in a foifli reasonably acceptable to and may be relied upon by
any prospective purchaser or mortgagee of premises which include the Premises or
any prospective assignee of any such mortgagee, or any prospective assignee,
purchaser or lender of Tenant.





10.11 WAIVER OF
SUBROGATION.





Any
insurance carried by either party with respect to the Premises and property
therein or occurrences thereon shall include a clause or endorsement denying to
the insurer rights of subrogation against the other party to the extent rights
have been waived by the insured prior to occurrences of injury or loss. Each
party, notwithstanding any provisions of this Lease to the contrary, hereby
waives any rights of recovery against the other for injury or loss due to
hazards covered by insurance containing such clause or endorsement to the extent
of the insurance coverages required to be maintained hereunder.





10.12 ACTS OF
GOD.





In any
case where either party hereto is required to do any act, delays caused by or
resulting from Acts of God, war, civil commotion, fire, flood or other casualty,
labor difficulties, shortages of labor, materials or equipment, government
regulations, unusually severe weather, or other causes beyond such party's
reasonable control shall not be counted in deteimining the time during which
work shall be completed, whether such time be designated by a fixed date, a
fixed time or a "reasonable time," and such time shall be deemed to be extended
by the period of such delay.





10.13 BROKERAGE.





Tenant
and Landlord represent and warrant that they dealt with no brokers in connection
with this transaction other than the Broker and agree to defend, with counsel
approved by the other, indemnify and save the other harmless from and against
any and all cost, expense or liability for any compensation, commissions or
charges claimed by a broker or agent, other than the Broker in connection with
this Lease. Landlord hereby agrees to pay the brokerage fees to the Broker in
connection with the execution and delivery of this Lease.





32




10.14 SUBMISSION
NOT AN OFFER.





The
submission of a draft of this Lease or a summary of some or all of its
provisions does not constitute an offer to lease or demise the Premises, it
being understood and agreed that neither Landlord nor Tenant shall be legally
bound with respect to the leasing of the Premises unless and until this Lease
has been executed by both Landlord and Tenant and a fully executed copy has been
delivered to each of them.




10.15 APPLICABLE
LAW AND CONSTRUCTION.





This
Lease shall be governed by and construed in accordance with the laws of the
Commonwealth of Massachusetts. If any term, covenant, condition or provision of
this Lease or the application thereof to any person or circumstances shall be
declared invalid or unenforceable by the final ruling of a court of competent
jurisdiction having final review, the remaining terms, covenants, conditions and
provisions of this Lease and their application to persons or circumstances shall
not be affected thereby and shall continue to be enforced and recognized as
valid agreements of the parties, and in the place of such invalid or
unenforceable provision, there shall be substituted a like, but valid and
enforceable provision which comports to the findings of the aforesaid court and
most nearly accomplishes the original intention of the parties.




There are
no oral or written agreements between Landlord and Tenant affecting this Lease.
This Lease may be amended, and the provisions hereof may be waived or modified,
only by instruments in writing executed by Landlord and Tenant.




The
titles of the several Articles and Sections contained herein are for convenience
only and shall not be considered in construing this Lease.




Unless
repugnant to the context, the words "Landlord" and "Tenant" appearing in this
Lease shall be construed to mean those named above and their respective heirs,
executors, administrators, successors and assigns, and those claiming through or
under them respectively. If there be more than one tenant, the obligations
imposed by this Lease upon Tenant shall be joint and several.




10.16 AUTHORITY OF
TENANT.





Tenant
represents and warrants to Landlord (which representations and warranties shall
survive the delivery of this Lease) that: (a) Tenant (i) is duly organized,
validly existing and in good standing under the laws of its state of
incorporation, (ii) has the corporate power and authority to carry on businesses
now being conducted and is qualified to do business in every jurisdiction where
such qualification is necessary and (iii) has the corporate power to execute and
deliver and perform its obligations under this Lease and (b) the execution,
delivery and performance by Tenant of its obligations under this Lease have been
duly authorized and will not violate any provision of law, any order of any
court or other agency of government, the corporate charter or by-laws of the
Tenant or any indenture, agreement or other instrument to which it is a party or
by which it is bound.







33





ARTICLE
XI


SECURITY
DEPOSIT




Simultaneously
with Tenant's delivery of the executed Lease to Landlord, Tenant will deliver to
Landlord the Security Deposit in the form of cash or a letter of credit in the
amount of the Security Deposit and in conformity with the provisions set forth
below (the "Letter of Credit"), which Security Deposit shall be held by
Landlord, as security, without interest, for and during the Term, and which
Security Deposit shall be returned to Tenant at the termination of this Lease,
provided there exists no default of Tenant under the provisions of this Lease.
If a Letter of Credit is provided as the Security Deposit, the Letter of Credit
shall be an irrevocable and unconditional standby documentary letter of credit
in the amount of the Security Deposit issued by a institution satisfactory to
Landlord in its reasonable discretion, naming Landlord, its successors and
assigns as the beneficiary, assignable to a successor or assignee at no cost to
Landlord or such successor or assignee, expiring no less than one (1) year from
the Term Commencement Date and renewing automatically each year (or at the end
of the applicable tem' thereof) unless the issuing bank has given Landlord
notice at least forty-five (45) days prior to the expiration that the same will
not be renewed, and otherwise in form and substance reasonably acceptable to
Landlord. Landlord shall be permitted to draw upon the Letter of Credit in the
event of (i) default by Tenant in any of its obligations hereunder after the
giving of any required notice and the expiration of any applicable cure period,
in which event Landlord may draw upon all or a portion of the Letter of Credit
and apply the proceeds as described below, or (ii) failure by Tenant to provide
to Landlord a replacement or substitute Letter of Credit in the amount of
Security Deposit, and otherwise subject to the conditions set forth above, no
less than thirty (30) days prior to the expiration date of the Letter of Credit
then held by Landlord, in which event Landlord may draw upon all of the Letter
of Credit and use the same to satisfy any unfulfilled obligation of Tenant under
the Lease, without any obligation to segregate such funds or to account for them
to Tenant, Tenant acknowledging that in such circumstance it shall have no right
whatsoever to such proceeds. Such failure to provide a replacement or substitute
Letter of Credit to Landlord no less than thirty (30) days prior to the
expiration date of the Letter of Credit then held by Landlord shall be an event
of default hereunder.




The
Security Deposit is being delivered by Tenant to Landlord as security for the
faithful performance and observance by Tenant of the terms, provisions and
conditions of this Lease. It is understood and agreed that if any default
by Tenant occurs hereunder and continues after the giving of any required notice
and the expiration of any applicable cure period, Landlord may use, apply or
retain the whole or any part of the Security Deposit so deposited to the extent
required to cure
such default or for payment of any sum as to which Tenant is in such default, if
any, or for any sum which Landlord may expend or may be required to expend by
reason of any such default by Tenant hereunder, if any. It is agreed that
Landlord shall always have the right to apply the Security Deposit or any part
thereof, as aforesaid, without prejudice to any other remedy or remedies which
Landlord may have, or Landlord may pursue any other such remedy or remedies in
lieu of applying the Security Deposit. If all or any part of the Security
Deposit is applied to an obligation of Tenant hereunder, Tenant shall
immediately upon request by Landlord restore the Security Deposit to its
original amount. Tenant shall not have the right to call upon Landlord to apply
all or any part of the Security Deposit to cure any default or fulfill any
obligation of Tenant, but such use shall be solely in the discretion of
Landlord. Upon any conveyance by Landlord of its interest under this Lease, the
Security Deposit may be delivered by
Landlord to Landlord's grantee or transferee. Upon any delivery, Tenant hereby
releases Landlord herein named of any and all liability with respect to such
Security Deposit and agrees to look solely to such grantee or transferee. It is
further understood that this provision shall also apply to subsequent grantees
and transferees.




34




EXECUTED
as a sealed instrument in two or more counterparts on the day and year first
above written.




LANDLORD:
              
              CAMBRIDGEPARK
      125 REALTY CORPORATION
              
              By: /s/ Edward
      HennesseyEDWARD HENNESSEYVICE PRESIDENTTENANT:
              
              INNOVATIVE
      DRUG DELIVERY SYSTEMS, INC.By: /s/ Fred
MermelsteinName: Fred MermelsteinTitle: CEO & President
              Hereunto duly
  authorized




35
 
 
 EXHIBIT
A
  Description
of Lot





125
CambridgePark Drive





A certain
parcel of land in Cambridge, Middlesex, Massachusetts as shown on a plan
entitled "Plan of Land Cambridge, Massachusetts" dated December 19, 1981,
prepared by Harry A. Feldman, Inc. and recorded with the Middlesex South
Registry of Deeds as Plan No.560 of 1983 more particularly bounded and described
as follows:





Beginning
at a point on the northerly sideline of CambridgePark Drive, said point is the
southwesterly corner of the land of the Genetics Institute and is located N76
degrees 30' -41"W a distance of 16.53 feet from a point of curvature on the
northerly sideline of said CambridgePark Drive;





Thence
running N76 degrees- 30'-41" W along the northerly sideline of CambridgePark
Drive a distance of 300.00 feet;





Thence
turning and running N13 degrees- 29'-19"E a distance of 303.49
feet;





Thence
turning and running easterly by a curved line to the left of radius 2234.49 feet
a distance of 23.42 feet;





Thence
turning and running N13 degrees 29'-19"E a distance of 13.86 feet;





Thence
turning and running westerly by a curved line to the right of radius 2904.43
feet a distance of 23.42 feet;





Thence
turning and running N13 degrees— 29'-19"E a distance of 41.44 feet;





Thence
turning and running northeasterly by a curved line to the left of radius 2864.93
feet a distance of 399.78 feet;





Thence
turning and running S13 degrees- 29'-19"W a distance of 43.74 feet;





Thence
turning and running southwesterly by a curved line to the right of a radius
2904.43 a distance of 78.34 feet to a concrete bound;





Thence
turning and running S13 degrees- 29'-19"W a distance of 429.91 feet to the point
of beginning;





Containing
an area of 126,595 square feet for 2.906 acres.









EXHIBIT
B




Plan
Showing Premises








(Exhibit
follows this page)






















EXHIBIT
C




Landlord's
Work




At
Landlord's sole cost and expense, Landlord shall repaint all painted areas in
the Premises and install carpet using Building Standard materials previously
approved by Tenant. In addition, as shown on Exhibit C-1 attached hereto,
Landlord's Work shall include configuring the Premises to include three (3) new
office for atotal of five
(5) offices, a conference room and a kitchenette containing a sink within the
kitchenette with a drain and running water. The cost of the sink shall not
exceed $5,000.

















EXHIBIT
C-1




Plan
Showing Landlord's Work








(Exhibit
follows this page)


















EXHIBIT
D




Landlord's
Services




I.
              CLEANINGA.
              General1.
              All
      cleaning work will be performed between 8 a.m. and 12 midnight, Monday
      through Friday, unless otherwise necessary for stripping, waxing,
      etc.2.
              Abnormal
      waste removal (e.g., computer installation paper, bulk packaging, wood or
      cardboard crates, refuse from cafeteria operation, etc.) shall be Tenant's
      responsibility.B.
              Daily Operations (5 times per
      week)1.
              Tenant
    Areasa.
              Empty
      and clean all waste receptacles; wash receptacles as
      necessary.b.
              Vacuum
      all rugs and carpeted areas.c.
              Empty,
      damp-wipe and dry all ashtrays.2.
              Lavatoriesa.
              Sweep and wash
      floors with disinfectant.b.
              Wash both sides of
      toilet seats with disinfectant.c.
              Wash all mirrors,
      basins, bowls, urinals.d.
              Spot clean toilet
      partitions.e.
              Empty and disinfect
      sanitary napkin disposal receptacles.f.
              Refill toilet
      tissue, towel, soap, and sanitary napkin dispensers.3.
              Public
    Areasa.
              Wipe down entrance
      doors and clean glass (interior and exterior).b.
              Vacuum elevator
      carpets and wipe down doors and walls.c.
              Clean water
      coolers.C.
              Operations as Needed (but not
      less than every other day1.
              Tenant and Public
      Areasa.
              Buff all resilient
      floor areas.D.
              Weekly
    Operations1.
              Tenant Areas,
      Lavatories, Public Areas  
  a.
                Hand-dust
      and wipe clean all horizontal surfaces with treated cloths to include
      furniture, office equipment, window sills, door ledges, chair rails,
      baseboards, convector tops, etc., within noinial reach.b.
                Remove
      finger marks from private entrance doors, light switches, and
      doorways.c.
                Sweep all
      stairways.E.
                Monthly
    Operations1.
                Tenant and Public
      Areasa.
                Thoroughly vacuum
      seat cushions on chairs, sofas, etc.b.
                Vacuum and dust
      grillwork.2.
                Lavatoriesa.
                Wash down interior
      walls and toilet partitions.F.
                As
      Required and Weather Permitting1.
                Entire
      Buildinga.
                Clean inside of all
      windows.b.
                Clean outside of all
      windows.G.
                YEARLY1.
                Public
      Areasa.
                Strip and wax all
      resilient tile floor areas.II.
                HEATING, VENTILATING, AND AIR
      CONDITIONING1.
                Heating,
      ventilating, and air conditioning as required to provide reasonably comfortable
      temperatures for normal business day occupancy(excepting holidays); Monday
      through Friday from 8:00 a.m. to 6:00 p.m.and Saturday from 8:00 a.m. to
      1:00 p.m.2.
                Maintenance
      of any additional or special air conditioning equipment and  the
      associated operating cost will be at Tenant's expense, which is currently
      estimated at $55 per hour.III.
                WATERHot
      water for lavatory purposes and cold water for drinking, lavatory and
      toilet purposes, and cold water for Tenant's kitchen and Tenant's hotwater
      heater (Tenant is to supply hot water
heater).  D-2
  IV.
                  ELEVATORS (if Building is
      Elevatored)Elevators for the
      use of all tenants and the general public for access to and from all
      floors of the Building. Programming of elevators (including, but not
      limited to, service elevators) shall be as Landlord from time to time
      determines best for the
      Building as a whole.V.
                  RELAIVIPING OF LIGHT
      FIXTURESTenant will
      reimburse Landlord for the cost of lamps, ballasts and starters and the
      cost of replacing same within the Premises.VI.
                  CAFETERIA AND VENDING
      INSTALLATIONS1.
                  Any
      space to be used primarily for lunchroom or cafeteria operation shall be
      Tenant's responsibility to keep clean and sanitary, it being understood
      that Landlord's approval of such use must be first obtained in
      writing.2.
                  Vending
      machines or refreshment service installations by Tenant must be approved
      by Landlord in writing and shall be restricted in use to employees and
      business callers. All cleaning necessitated by such installations shall be
      at Tenant's expense.VII.
                  ELECTRICITYA.
                  Landlord,
      at Landlord's expense, shall furnish electrical energy required for
      lighting, electrical facilities, equipment, machinery, fixtures, and
      appliances used in or for the benefit of the Premises, in accordance with
      the provisions of the Lease of which this Exhibit is
  part.B.
                  Tenant
      shall not, without prior written notice to Landlord in each instance,
      connect to the Building electric distribution system any fixtures,
      appliances or equipment other than normal office machines such as personal
      computers, desk-top calculators and typewriters, or any fixtures,
      appliances or equipment which Tenant on a regular basis operates beyond
      normal building operating hours. In the event of any such connection,
      Tenant agrees to an increase in the BASE ANNUAL ELECTRICITY CHARGE which
      will reflect the cost to Landlord of the additional electrical service to
      be furnished by Landlord, such increase to be effective as of the date of
      any such installation. If Landlord and Tenant cannot agree thereon, such
      amount shall be conclusively determined by a reputable independent
      electrical engineer or consulting fiiiii to be selected by Landlord and
      paid equally by both parties, and the cost to Landlord will be included in
      Landlord's Operating Costs provided in Section 4.2
  hereof.C.
                  Tenant's
      use of electrical energy in the Premises shall not at any time exceed thecapacity of any of the electrical conductors or equipment in or
      otherwise serving the Premises. In order to insure that such capacity is
      not exceeded and to avert possible adverse effect upon the Building
      electric service, Tenant shall not, without prior written notice to
      Landlord in each instance, connect to the Building electric distribution
      system any fixtures, appliances or equipment which operate on a voltage in
      excess of 120 volts nominal or make any alteration or addition to the
      electric system of the Premises. Unless Landlord shall reasonably object
      to the connection of any such fixtures, appliances or equipment, all
      additional risers or other equipment required therefor shall be provided
      by Landlord, and the cost thereof shall be paid by Tenant upon Landlord's
      demand. In the event of any such connection, Tenant agrees to an increase
      in the BASE ANNUAL ELECTRICITY CHARGE such increase to be effective as of
      the date of any such connection. If Landlord and Tenant cannot agree
      thereon, such amount shall be conclusively determined by a reputable
      independent electrical engineer or consulting firm to be selected by
      Landlord and paid equally by both parties, and the cost to Landlord will
      be included in Landlord's Operating Costs provided in Section 4.2
      hereof.  D-3
  D.
                    If
      at any time after the date of this Lease, the rates at which Landlord
      purchases electrical energy from the public utility supplying electric
      service to the Building, or any charges incurred or taxes payable by
      Landlord in connection therewith, shall be increased or decreased, the
      BASE ANNUAL ELECTRICITY CHARGE shall be increased or decreased, as the
      case may be, by an amount equal to the estimated increase or decrease, as
      the case may be, in Landlord's cost of furnishing the electricity referred
      to in Paragraph A above as a result of such increase or decrease in rates,
      charges, or taxes. If Landlord and Tenant cannot agree thereon, such
      amount shall be conclusively determined by a reputable independent
      electrical engineer or consulting firm to be selected by Landlord and paid
      equally by both parties, and the cost to Landlord will be included in
      Landlord's Operating Costs as provided in Section 4.2 hereof. Any such
      increase or decrease shall be effective as of the date of the increase or
      decrease in such rate, charge or taxes.E.
                    Landlord
      may, at any time, elect to discontinue the furnishing of electrical
      energy. In the event of any such election by Landlord: (1) Landlord agrees
      to give reasonable advance notice of any such discontinuance to Tenant;
      (2) Landlord agrees to permit Tenant to receive electrical service
      directly from the public utility supplying service to the Building and to
      permit the existing feeders, risers, wiring and other electrical
      facilities serving the Premises to be used by Tenant and/or such public
      utility for such purpose to the extent they are suitable and safely
      capable; (3) Landlord agrees to pay such charges and costs, if any, as
      such public utility may impose in connection with the installation of
      Tenant's meters and to make or, at such public utility's election, to pay
      for such other installations as such public utility may require, as a
      condition of providing comparable electrical service to Tenant; and (4)
      Tenant shall thereafter pay, directly to the utility furnishing the same,
      all charges for electrical services to the
  Premises.
  D-4





EXHIBIT
E




Rules
and Regulations




The
following rules and regulations have been formulated for the safety and
well-being of all tenants of the Building and to insure compliance with
governmental and other requirements. Strict adherence to these rules and
regulations is necessary to guarantee that each and every tenant will enjoy a
safe and undisturbed occupancy of its premises in the Building. Any continuing
violation of these rules and regulations by Tenant shall constitute a default by
Tenant under the Lease.




Landlord
may, upon request of any tenant, waive the compliance by such tenant of any of
the following rules and regulations, provided that (i) no waiver shall be
effective unless signed by Landlord's authorized agent, (ii) any such waiver
shall not relieve such tenant from the obligation to comply with such rule or
regulation in the future unless otherwise agreed to by Landlord, (iii) no waiver
granted to any tenant shall relieve any other tenant from the obligation of
complying with these rules and regulations, unless such other tenant has
received a similar written waiver from the Landlord, and (iv) any such waiver
shall not relieve Tenant from any liability to Landlord for any loss or damage
occasioned as a result of Tenant's failure to comply with any rule or
regulation




1.
            The entrances,
      lobbies, passages, corridors, elevators, halls, courts, sidewalks,
      vestibules, and stairways shall not be encumbered or obstructed by Tenant,
      Tenant's agents, servants, employees, licensees or visitors or used by
      them for any purposes other than ingress or egress to and from the
      Premises. Landlord shall have the right to control and operate portions of
      the Building and the facilities furnished for common use of the tenants in
      such manner as Landlord deems best for the benefit of the tenants
      generally.2.
            The
      moving in or out of all safes, freight, furniture, or bulky matter of any
      description shall take place during the hours which Landlord may determine
      from time to time. Landlord reserves the right to inspect all freight and
      bulky matter to be brought into the Building and to exclude from the
      Building all freight and bulky matter which violates any of these Rules
      and Regulations or the Lease of which these Rules, and Regulations are a
      part. Landlord reserves the right to have Landlord's structural engineer
      review Tenant's floor loads on the Premises at Tenant's
      expense.3.
            Tenant,
      or the employees, agents, servants, visitors or licensees of Tenant shall
      not at any time place waste or discard any rubbish, paper, articles, or
      objects of any kind whatsoever outside the doors of the Premises or in the
      corridors or passageways of the Building. No animals or birds (other than
      fish in a fish tank) shall be brought or kept in or about the Building.
      Bicycles shall not be permitted in the Building.4.
            Tenant
      shall not place objects against glass partitions or doors orwindows or adjacent
      to any common space which would be unsightly from the Building corridors
      or from the exterior of the Building and will promptly remove the same
      upon notice from Landlord.  
  5.
              Tenant
      shall not make noises, cause disturbances, create vibrations, odors (other
      than ordinarily acceptable tenant kitchen odors in the building) or
      noxious fumes or use or operate any electric or electrical devices or
      other devices that emit sound waves or are dangerous to other tenants and
      occupants of the Building or that would interfere with the operation of
      any device or equipment or radio or television broadcasting or reception
      from or within the Building or elsewhere, or with the operation of roads
      or highways in the vicinity of the Building, and shall not place or
      install any projections, antennae, aerials, or similar devices inside or
      outside of the Premises, without the prior written approval of
      Landlord.6.
              Tenant
      may not (without Landlord's approval therefor, which approval will be
      signified on Tenant's Plans submitted pursuant to the Lease) and Tenant
      shall not permit or suffer anyone to: (a) cook in the Premises except as
      accessory to the use of a coffee room/kitchenette containing a microwave
      oven; (b) place vending or dispensing machines of any kind in or about the
      Premises; (c) at any time sell, purchase or give away, or permit the sale,
      purchase, or gift of food in any form.7.
              Tenant
      shall not: (a) use the Premises for lodging, manufacturing or for any
      immoral or illegal purposes; (b) use the Premises to engage in the
      manufacture or sale of, or permit the use of spirituous, fermented,
      intoxicating or alcoholic beverages on the Premises; (c) use the Premises
      to engage in the manufacture or sale of, or permit the use of, any illegal
      drugs on the Premises.8.
              No
      awning or other projections (including antennae) shall be attached to the
      outside walls or windows. No curtains, blinds, shades, screens or signs
      other than those furnished by Landlord shall be attached to, hung in, or
      used in connection with any window or door of the Premises without prior
      written consent of Landlord.9.
              No
      signs, advertisement, object, notice or other lettering shall be
      exhibited, inscribed, painted or affixed on any part of the outside or
      inside of the Premises if visible from outside of the Premises. Interior
      signs on doors shall be painted or affixed for Tenant by Landlord or by
      sign painters first approved by Landlord at the expense of Tenant and
      shall be of a size, color and style acceptable to
  Landlord.10.
              Tenant
      shall not use the name of the Building or use pictures or illustrations of
      the Building in advertising or other publicity without prior written
      consent of Landlord. Landlord shall have the right to prohibit any
      advertising by Tenant which, in Landlord's opinion, tends to impair the
      reputation of the Building or its desirability for offices, and upon
      written notice from Landlord, Tenant will refrain from or discontinue such
      advertising.  E-2
  11.
                Door
      keys for doors in the Premises will be furnished at the Commencement of
      the Lease by Landlord. Tenant shall not affix additional locks on doors
      and shall purchase duplicate keys only from Landlord and will provide to
      Landlord the means of opening of safes, cabinets, or vaults left on the
      Premises. In the event of the loss of any keys so furnished by Landlord,
      Tenant shall pay to Landlord the cost thereof. Each tenant shall, upon the
      terniination of its tenancy, restore to Landlord all keys of offices,
      storage and toilet rooms either furnished to, or otherwise procured by,
      such tenant.12.
                Tenant
      shall cooperate and participate in all security programs affecting the
      Building.13.
                Tenant
      assumes full responsibility for protecting its space from theft, robbery
      and pilferage, which includes keeping doors locked and other means of
      entry to the Premises closed and secured.14.
                Tenant
      shall not make any room-to-room canvass to solicit business from other
      tenants in the Building, and shall not exhibit, sell or offer to sell,
      use, rent or exchange any item or services in or from the Premises unless
      ordinarily embraced within Tenant's use of the Premises as specified in
      its Lease. Canvassing, soliciting and peddling in the Building are
      prohibited and Tenant shall cooperate to prevent the same. Peddlers,
      solicitors and beggars shall be reported to the Management
      Office.15.
                Tenant
      shall not mark, paint, drill into, or in any way deface any part of the
      Building or Premises. No boring, driving of nails or screws (except
      for picture hanging, etc.), cutting or stringing of wires shall be
      permitted, except with the prior written consent of Landlord, and as
      Landlord may direct. Tenant shall not construct, maintain, use or operate
      within their respective premises any electrical device, wiring or
      apparatus in connection with a loud speaker system or other sound system,
      except as reasonably required as part of a communication system approved
      in writing by Landlord, prior to the installation thereof. Tenant shall
      not install any resilient tile or similar floor covering in the Premises
      except with the prior written approval of Landlord. The use of cement or
      other similar adhesive material is expressly
prohibited.16.
                Tenant
      shall not waste electricity or water and agrees to cooperate fully with
      Landlord to assure the most effective operation of the Building's heating
      and air conditioning and shall refrain from attempting to adjust controls.
      Tenant shall keep corridor doors closed except when being used for
      access.17.
                The
      water and wash closets and other plumbing fixtures shall not be used for
      any purposes other than those for which they were constructed, and no
      sweepings, rubbish, rags, or other substances shall be thrown therein. All
      damage resulting from misuse of said fixtures shall be borne by the tenant
      who, or whose servant, employees, agents, licensees, invitees, customers
      or guests shall have caused the same.  E-3
  18.
                  Building
      employees shall not be required to perform, and shall not be
      requested by
      any tenant or occupant to perform, any work outside of their regular
      duties, unless under specific instructions from the office of the Managing
      Agent of the Building. The requirements of tenants will be attended to
      only upon application to Landlord, and any special requirements shall be
      billed to Tenant (and paid when the next installment of rent is due) in
      accordance with the schedule of charges maintained by Landlord from time
      to time or at such charge as is agreed upon in advance by Landlord and
      Tenant.19.
                  Tenant
      may request heating and/or air conditioning during other periods in
      addition to normal working hours by submitting its request in writing to
      the office of the Managing Agent of the Building no later than 2:00 p.m.
      the preceding work day (Monday through Friday) on forms available from the
      office of the Managing Agent. The request shall clearly state the start
      and stop hours of the "off-hour" service. Tenant shall submit to the
      Building Manager a list of personnel authorized to make such request. The
      Tenant shall be charged for such operation in the form of additional rent;
      such charges are to be detelinined by the Managing Agent and shall be fair
      and reasonable and reflect the additional operating costs
      involved.20.
                  Tenant
      covenants and agrees that its use of the Premises shall not cause a
      discharge of more than the gallonage per foot of Premises Design Floor
      Area per day of sanitary (non-industrial) sewage allowed under the sewage
      discharge permit for the Building. Discharges in excess of that amount,
      and any discharge of industrial sewage, shall only be permitted if Tenant,
      at its sole expense, shall have obtained all necessary permits and
      licenses therefor, including without limitation permits from state and
      local authorities having jurisdiction thereof. Tenant shall submit to
      Landlord on December 31 of each year of the Term of this Lease a
      statement, certified by an authorized officer of Tenant, which contains
      the following information: name of all chemicals, gases, and hazardous
      substances, used, generated, or stored on the Premises; type of substance
      (liquid, gas or granular); quantity used, stored or generated per year;
      method of disposal; permit number, if any, attributable to each substance,
      together with copies of all permits for such substances; and permit
      expiration date for each substance. No flammable, combustible or explosive
      fluid, chemical or substance shall be brought into or kept upon the
      Premises, the Building or the Lot (other than those fluids or chemicals
      customarily used by tenants of other first-class office buildings in
      connection with office purposes and then only those types and quantities
      permitted under Landlord's policies of insurance for the
      Building).21.
                  Landlord
      reserves the right to exclude from the Building at all times any person
      who is not known or does not properly identify himself to the Building
      management. Landlord may, at its option, require all persons admitted to
      or leaving the Building between the hours of 6:00 p.m. and 8:00 a.m.,
      Monday through Friday, and at any hour on Saturdays, Sundays and legal
      holidays, to register. Each tenant shall be responsible for all persons
      for whom it authorizes entry into the Building, and shall be liable to
      Landlord for all acts or omissions of such persons.22.
                  Landlord reserves
      the right to inspect all freight to be brought into the Building and
      to exclude from the Building all freight which violates any of these rules
      and regulations. There shall not be used in any space or in the common
      halls of the Building, either by any tenant or by jobbers or others in the
      delivery or receipt of merchandise, any hand trucks, except those equipped
      with rubber tires and side
guards.




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